Ice Skating Institute Asia (ISIAsia) is an Asian industry trade association encompassing owners and operators of ice skating facilities. Founded in 1999 as a non-profit organization, ISIAsia creates a platform to the Asian ice skating facilities to obtain industry information and to encourage the participation in ice skating as a recreational sport.
Through the use of the America’s original learn-to-skate program, which was created by the Ice Skating Institute (ISI), we have introduced the wonderful world of ice skating to millions of public.
The ISI Ice Skating program which was developed in 1961 has established over 100 different tests for skaters of all ages and ability levels in every aspects of skating which include Solo Skating, Ice Dancing, Pair Skating, Couple Skating, School Figures, Synchronize Skating and Ice Hockey.

 

A Graphic Presentation of the most famous ISI Ice Skating Program and Freestyle Program

BY-LAWS

of

ICE SKATING INSTITUTE ASIA

ARTICLE I

Name

The name of the Corporation shall be: Ice Skating Institute Asia.

ARTICLE II

Purposes

The purpose of the Corporation, as stated in its Certificate of Incorporation, is to utilize in Asia and such other neighboring countries as may be agreed upon by both ISI and ISIAsia from time to time (the “Territory”) the skating, testing and other programs and procedures established by the Ice Skating Institute, an Illinois not-for-profit corporation, to:

  1. Encourage ice skating as a participant sport and recreation;
  2. Provide information for the development and construction of ice rinks;
  3. Provide information and help for the mutual benefit of its members; and
  4. Hold annual meetings for the exchange of information and ideas.

The Corporation also has such powers as are now or may hereafter be granted by the


ARTICLE III

Membership

Section 1. Classes of Membership. The Corporation shall have six classes of members. The designation of such classes and qualifications shall be as follows:

  1. Administrative – The unit of membership shall be an ice skating rink, an ice skating school, or any other organization related to the operation of ice skating facilities. Two individuals may be designated, in writing, by each member organization as its voting representatives. All other employees of each member organization shall enjoy all membership privileges other than voting or holding elective office as a Board member or officer of the Corporation.
  2. Associate – Individuals who derive income from ice skating but who do not qualify under Article III, Section 1, Paragraph (a). This is a limited classification, and such individuals are eligible only for insurance, conference benefits, and such other privileges as may from time to time be granted by action of the Board of Directors.
  3. Participant – Individuals or groups of individuals active in ice skating or ice activities as participants. This is a limited classification and such individuals or groups of individuals are eligible to participate in the Corporation’s activities and for such other privileges as may from time to time be granted by the Board of Directors.
  4. Patron – Individuals who support and promote the advancement of ice skating and ice activities but who do not qualify under Article III, Section I, Paragraph (a), (b), or (c). This is a limited classification and such individuals are eligible only for such privileges as may from time to time be granted by the Board of Directors.
  5. Honorary – Persons who have distinguished themselves in the ice skating field and made a significant contribution to ice skating, whose membership would contribute to the prestige of the Corporation.
  6. Charter – Ice Skating Institute, an Illinois not-for-profit corporation, the Charter Member

Notwithstanding anything herein to the contrary, neither builders nor suppliers may be members of the Corporation.

Section 2. Selection. Selection of Administrative, Associate, Participant, Patron and Honorary members shall be by the Board of Directors.

Section 3. Voting. The Charter Member shall be entitled to one vote on any matters submitted to the membership for approval. Each Administrative Member in good standing shall be entitled to one vote for each voting representative on any matters submitted to the membership for approval.

Section 4. Dues. Annual membership dues shall be assessed as determined by the Board of Directors, except that the Charter Member shall not be assessed any dues.

Section 5. Termination of Membership. Membership of any member other than the Charter Member may be terminated by either resignation or expulsion.

  1. A member may resign at any time by filing a written resignation with the Executive Director of the Corporation, but in the event of such a resignation there shall be no refund of any portion of the annual dues paid for the year in which the resignation occurs.
  2. A member shall be automatically expelled for failure to pay the annual dues within sixty days of the date such dues become due, provided, however, that the Board of Directors may, upon full payment of such delinquent dues, reinstate such member. A member may also be expelled for cause upon the affirmative vote of two-thirds of all the members of the Board of Directors, if his conduct is considered detrimental to the best interest of the Corporation. Such expulsion for cause shall be made only after due notice, and an opportunity for a hearing with the right to present such information to the Board as the accused member may desire.

Section 6. Transfer of Membership. Membership in this Corporation shall be transferable or assignable only with the approval of the Board of Directors.

Section 7. Meetings. The membership shall hold an annual meeting at a time and place designated by the Board of Directors, and such other meetings as shall be called by the Board of Directors.

  1. Written notice of meetings stating the place, day, and hour shall be delivered, either personally or by mail, to each member, not less than twenty, nor more than ninety, days before the date of such meeting. In the case of all meetings, other than the annual meetings, the purpose for which a meeting is called shall be stated in the notice. If such notice is mailed, the notice of a meeting shall be deemed delivered when deposited in the mail addressed to the member at his address as it appears on the records of the Corporation, with the postage thereon prepaid.
  2. One-third of the members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.

ARTICLE IV

Board of Directors

Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number. The Board of Directors shall consist of the Chair and Vice Chair of the Ice Skating Institute Asia Council established in each country within the Territory, as described in Article V hereof, the officers of the Corporation listed in Article VI hereof, the immediate two past presidents, and the president or his designee of the Charter Member. In addition to these voting Board members, all other past presidents may be invited by the Board from time to time to sit as advisory members without voting powers.

Section 3. Election. The directors representing Councils shall be elected by the members from the representative Councils. In the event a Council is not duly organized, directors for such Council shall be elected by the Board of Directors if, at the Board of Directors’ discretion, it is felt that such country should be represented on the Board.

The Board of Directors shall determine when a Council is duly organized.

Countries shall be numbered by the Board of Directors. Directors for Councils shall be elected for two year terms. Councils for countries with even numbers shall elect their directors in even numbered years, and Councils for countries with odd numbers shall elect their directors in odd numbered years.

Election of Council Chairs and Vice Chairs shall be done in accordance with such rules, regulations and procedures as the Board of Directors shall direct.

Section 4. Tenure and Qualification. All directors shall be elected for two-year terms, except that when a new Council is recognized by the Board of Directors, the term of the first directors may be one year depending on whether the country which the Council represents is given an odd or even number according to Section 3 of this Article. Directors need not be a resident of any particular jurisdiction, but must have been for two years prior to their election an owner or employee voting representative of the same Administrative Member who has conducted the ISI Recreational Ice Skating Program for at least one year prior to their election as directors and may not represent more than one Administrative Member at the same time. Newly elected officers and directors shall assume office following the conclusion of the last regular session of the annual meeting.

A member of the Board of Directors may not represent more than one vote by a Council or as an officer.

Section 5. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law, and at the same place as the annual meeting of the members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the President. The officers of the Corporation shall fix the place for holding any special meeting.

Section 7. Notice. Notice of any special meeting of the Board of Directors shall be given at least 10 days previously thereto by written notice delivered personally or sent by mail or telefax to each director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telefax, such notice shall be deemed to be delivered when the telefax is delivered. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 8. Quorum. One-third of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 9. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these bylaws.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the president with the approval of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 11. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 12. Executive Committee. The Executive Committee of the Board of Directors shall consist of the President and officers of the Corporation and such other Board members as the President may designate. The President of the Charter Member, or his designee, shall also be a member of the Executive Committee. The Executive Committee shall function from time to time in stich matters and in such manner as the Board by resolution shall so authorize and direct. The Executive Committee shall keep regular minutes of its meetings and shall make a report to the Board of Directors within thirty days following any meeting. The chairman of the Executive Committee shall be the President.

ARTICLE V

Countries within the Territory

Section 1. The geographical area covered by the membership of the Corporation shall be limited to the Territory, and shall be divided into countries.

Section 2. Members in a country within the Territory shall hold at least one meeting a year to deal with matters pertaining to their country. Each country within the Territory shall establish and be represented by a Council. The membership of each Council shall include either one (1) or two (2) persons representing each Administrative Member within that country. If there are two (2) such representatives, one (1) of them shall be an Associate Member. Even numbered countries shall elect a Chair and a Vice Chair of their Councils in even numbered years. Odd numbered countries shall elect a Chair and Vice Chair of their Councils in odd numbered years. The Chair and Vice Chair of each such Council shall be the members of the Board of Directors from the country. In the event of the Chair’s resignation, death, inability to serve, or his election to an office defined in Article VI of these by-laws, the Vice Chair shall assume the duties of the Chair, and a new Vice Chair shall be elected to fill the vacancy.

ARTICLE VI

Officers

Section 1. Officers. The officers of the Corporation shall be a President, First and Second Vice Presidents, Secretary and Treasurer. All officers must be members of the Board of Directors at the time of their election.

Section 2. Election and Term of Office. All officers shall be elected by the Board of Directors at the regular annual meeting of the Board of Directors and shall hold office for two years. The President, Second Vice President and Secretary shall be elected during the odd numbered years; the First Vice President and Treasurer during the even numbered years: Vacancies shall be filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the First Vice President shall perform the duties of the President. In the absence of both the President and First Vice President, the Second Vice President shall perform the duties of the President. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. In addition, the Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Directors.

Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IX of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors. The Treasurer shall serve as the chairman of the Finance Committee of the Corporation.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

Section 9. Executive Director. The Board of Directors is authorized at its discretion to employ an executive director who shall perform such administrative tasks as are assigned by the Board.

ARTICLE VII

Committees

Section 1. Committees. The President, with the approval of the Board of Directors, may appoint such committees as are deemed necessary to carry out the work of the Corporation, to serve for the period of their appointment, provided that in no event shall such period be longer than the term of the President.

Section 2. Chairman. One member of each committee shall be appointed chairman by the President of the Corporation.

Section 3. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 4. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, one-third of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 5. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

ARTICLE VIII

Contracts, Loans, Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE IX

Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XI

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the law of Hong Kong (SAR) China, or under the provisions of the Articles of Incorporation or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

Offices

The Corporation shall have and continuously maintain in Hong Kong (SAR) China a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without Hong Kong (SAR) China as the Board of Directors may from time to time determine.

ARTICLE XIII

Amendments to By-laws

These by-laws may be amended by a two-thirds vote of the directors at any regular or special meeting of the Board of Directors with the written consent of the Charter Member, provided that written notice of such amendment shall have been given to the directors at least sixty days prior to the meeting at which such amendment is proposed.

THE COMPANIES ORDINANCE (CHAPTER 32)


Company limited by Guarantee and

not having a share capital


MEMORANDUM OF ASSOCIATION

OF

ICE SKATING INSTITUTE ASIA LIMITED

亞洲業餘溜冰協會有限公司

(Name changed on 1 August 2005.)


  1. The name of the Company is “Ice Skating Institute Asia Limited”, hereinafter called the Association.
  2. The Registered Office of the Association will be situated in Hong Kong.
  3. The objects for which the Association is established are: –
    1. The Association is established under the License Agreement with Ice Skating Institute (hereafter referred to as “ISI”), an Illinois not-for-profit corporation. ISI was incorporated on May 20, 1963 in United States.
    2. To encourage ice skating as a participant sport and recreation.
    3. To provide information for the development, construction and operation of ice rinks in Asia.
    4. To provide information and help for mutual benefit of its members.
    5. To hold annual meetings for the exchange of information and ideas.
    6. To raise money by subscription or other lawful means for the purpose of the objects, or any of them, and accept and receive subscriptions or donations or gifts (whether of movable or immovable property) and devices and bequests.
    7. To establish, undertake, superintend, administer and contribute to any benevolent fund from whence may be made donations or advances to deserving persons who may be engaged in ice skating pursuits, and to contribute to or otherwise assist any ice skating institutions or undertakings, provided however that the constitutions of any such ice skating institutions or undertakings.
    8. To print and publish any newspapers, periodicals, journals, books or leaflets that the Association may think desirable for the promotion of its objects.
    9. To do all such other lawful things as are incidental or conducive to the attainment of the above objects.
  4. The Association shall be a non-profit making 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,. of remuneration to any officers or servants of the Association, or to any member of the Association in return for any services actually rendered to the Association nor prevent the payment of interest at a reasonable rate, or reasonable and proper rent for premises demised or let by any member to the Association.
  5. The liability of the members is limited.
  6. Every member of the Association undertakes to contribute to the assets of the Association, in the event of its being wound up during the time he is a member or within one year afterwards, for payment of the debts, and liabilities of the Association contracted before 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 amongst themselves, such amount as may be required, not exceeding the sum of ten dollars.
  7. The general application of the Seventh schedule to the Companies Ordinance (Cap 32) should be excluded.

THE COMPANIES ORDINANCE (CHAPTER 32)


Company limited by Guarantee and

not having a share capital


ARTICLES OF ASSOCIATION

OF

ICE SKATING INSTITUTE ASIA LIMITED

亞洲業餘溜冰協會有限公司

(Name changed on 1 August 2005.)

Preliminary

  1. In these Articles:”The Ordinance” means the Companies Ordinance, (Chapter 32)”The Ordinance” means the Companies Ordinance, (Chapter 32).”The Association” means “Ice Skating Institute Asia Limited”.”Seal” means the common seal of the Association.”Month” means calendar month.”In Writing” or “Written” means and includes printed, lithographed, typewritten, represented or reproduced in any manner in a visible form. When any provision of the Ordinance is referred to the reference is to such provision as modified by an Ordinance for the time being in force. *Unless the context otherwise requires, expressions defined in the Ordinance or any statutory modification thereof in force at the date which these Articles become binding on the Association, shall have the meaning so defined.

Members

  1. For the purpose of registration, the number of members is declared to be unlimited.
  2. Any ice skating rink, ice skating school, or any other organisation related to the operation of ice skating facilities shall be entitled to be Administrative members of the Association on payment of the prescribed membership subscription. The number of Administrative members is unlimited.
  3. Any individuals who derive income from ice-skating but who do not qualify under this Articles Section 3 shall be entitled to be Associate members of the Association on payment of the prescribed membership subscription. This is a limited classification and such individuals are eligible only for conference benefits and such other privileges as may from time to time be granted by action of the Board of Directors. The number of Associate members is unlimited.
  4. Any Individuals or groups of individuals active in ice-skating or ice activities shall be entitled to be Participant members on payment of the prescribed membership subscription. This is a limited classification and such individuals or groups of individuals are eligible participate in activities of the Association and for such other privileges as may from time to time be granted by the Board of Directors. The number of Participant members is unlimited.
  5. Individuals who support and promote the advancement of ice-skating and ice activities but who do not qualify under this Article Section 3, Section 4 or Section 5 may be invited by the Executive Committee to be Patron members. This is a limited classification and such individuals are eligible only for such privileges as may from time to time be granted by the Board of Directors. The number of Patron members is unlimited.
  6. Persons who have distinguished themselves in the ice skating field and made a significant contribution to ice skating, whose membership would contribute to the prestige of the Association may be invited by the Executive Committee to be Honorary members of the Association. Ice Skating Institute, an Illinois not-for-profit corporation is entitled to be the Affiliate Member of the Association.
  7. Annual membership dues shall be assessed as determined by the Board of Directors.
  8. Any member whose due are three months in arrears or shall be imprisoned for a criminal offence or committed acts that caused unfavourable effect to the interests of the Association shall be considered for the expulsion of the membership status by the Executive Committee.
  9. The members, including the Board of Directors and the Executive Committee, are not authorised to borrow or raise any money in the name of the Association.
  10. Either resignation or expulsion may terminated membership.
    1. A members may resign at any time by filing a written resignation with the Executive Director of the Association, but in the event of such a resignation there shall be no refund of any portion of the annual dues paid for the year in which the resignation occurs.
    2. A member shall be automatically expelled for failure to pay the annual dues within sixty days of the date such dues become due, provided however, that the Board of Directors may, upon full payment of such delinquent dues, reinstate such member. A member may also be expelled for cause upon the affirmative vote of two-thirds of all the members of the Board of Directors, if his conduct is considered detrimental to the best interest of the Association. Such expulsion for cause shall be made only after due notice and an opportunity for a hearing with the right to present such information to the Board as the accused member may desire.
  11. Membership in this Corporation shall be transferable or assignable only with the approval of the Board of Directors.

General Meetings

  1. The vote of a General Meeting shall be the highest authority in all matters affecting the Association as a whole.
  2. The composition of the General Meeting shall consist of all voting representatives of Administrative members of the Association.
  3. General Meeting shall be held once in every calendar year at such time (not being more than fifteen months or less than nine months after the holding of the last preceding General Meeting) and place as may be prescribed by the Association in General Meeting.
  4. The above mentioned General Meetings shall be called ordinary general meetings; all other general meetings shall be called extraordinary general meetings.
  5. The Executive Committee may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on the requisition from one third of the registered Administrative members.

Notice of General Meetings

  1. Notice of the General Meeting shall be circulated to all the members under the most updated correspondence record at least three weeks before the meeting in writing. The notice shall specify the place, the date, the hour and the general nature of the business to be discussed in the General Meeting.
  2. The accidental omission to give notice of a meeting to, or the not receipt of notice of a meeting by, any member shall not invalidate the proceedings at any meeting.

Proceedings at General Meetings

  1. All business shall be deemed special that is transacted at an extraordinary general meeting, and at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the ordinary report of the Executive Committee and auditors, the election of Board of Directors, the election of Executive Committee and other officers in the place of those retiring and the fixing of the remuneration of the auditors.
  2. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business save as herein otherwise provided, at least 15 members or 10% of the total registered members whichever is less shall form a quorum in the general meeting.
  3. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned. The adjourned general meeting shall be held within the following 10 days.
  4. The President of the committee shall preside as chairman at general meeting of the Association.
  5. If there is no such chairman or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting or if he shall have previously notified the Association of his intention of not being present, one of the member of the Committee shall preside, or if no member of the Committee be present or willing to take the chair, the members present who are entitled to vote shall choose one of their member to preside.
  6. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
  7. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least 15 members present in person or by proxy entitled to vote and unless a poll is demanded, a declaration by the chairman of the general meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Association, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
  8. All resolutions shall be carried out by simple majority of the members or votes present in the meeting except the modification of the Memorandum and Articles of Association and the request of dissolution of the Executive Committee before the normal session which shall demand at least two third of the members or votes present in the meeting.
  9. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
  10. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

Votes of Members

  1. Each Administrative member in good standing shall be entitled to two representatives in general meetings and shall be entitled to one vote on any matters submitted to the membership for approval in general meetings. If an Administrative member have two such representatives, one of them shall be an Associate Member. Each vote should be carried by one representative by proxy and each representative shall not carry two votes during each general meetings. The Affiliate member shall be entitled to have one vote on any matters submitted to the membership for approval in general meeting.
  2. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, shall have no vote.
  3. On a poll votes may be given either personally or by proxy.
  4. The instrument appointing a proxy shall be in writing under the hands of the appointor or of his attorney duly authorised in writing.
  5. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority shall be deposited at the registered office of the Association not less than twenty-four hours before the time for holding, the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as.
  6. An instrument appointing a proxy shall be in the form which the Executive Committee approve
  7. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding poll.

Board of Directors

  1. The affairs of the Association shall be managed by its Board of Directors.
  2. The Board of Directors shall consist of one director from each member country where Administrative member exist, the immediate two past presidents, and the representative of the affiliate member. In addition to these voting Board’s members, all past presidents may be invited by the Board from time to time to sit as advisory members without voting powers.
  3. The directors representing the country members shall be elected by the registered voting representatives of the Administrative members. In the event a country council is not duly organised, director for such country shall be elected by the Board of Directors if, at the Board of Directors discretion, it is felt that such a district or section should be represented on the Board. At the annual general meeting in every subsequent year one-half of the directors for the time being, or, if their number is not a multiple of two (2), then the number nearest to but not exceeding one half shall retire from office. The directors to retire in every year shall be those who have been longest in office since their last election. A retiring director shall be eligible for re-election.
  4. The Board of Directors shall determine when a country where Administrative Members exist are duly organised.
  5. Member countries where Administrative members exist shall elect a representative to the Board for a period of 2 years during an Annual General Meeting.
  6. Election of a country representative shall be done in accordance with such rules, regulations and procedures, as the Board of Directors shall direct.
  7. The eligibility of all directors must be determined prior to their election with the exception of the founding members who are brought together to form the basis for the organization. This rule shall apply on the first election to be held 2 years after the organisation is officially formed. From the first election, to be staged two years after the founding of the organisation, all persons eligible for election to the Board must have served at a rink that has been an Administrative Member in good standing for the previous two years and using the Association program for that period of time. Newly elected officers and directors shall assume office following the conclusion of the last regular session of the annual meeting.
  8. A regular meeting of the Board of Directors shall be held without other notice than this Articles, and at the same place as, the annual meeting of the members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
  9. Special meetings of the Board of Directors may be called by the president. The officers of the Association shall fix the place for holding any special meetings.
  10. Notice of any special meeting of the Board of Directors shall be given at least ten days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
  11. One-third of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
  12. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Articles.
  13. Any vacancy occurring in the Board of Directors shall be filled by the president with the approval of the Board of Directors excepting representatives from other affiliated national organisations which shall be filled by their respective organisation. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
  14. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
  15. The name of the first Directors shall be:George William Wilson IIGavin Andrew ClydeRic CamaliganWong Tai Wai PaulWu Dik Lun TommyJon RobinsonEmiko IidaRaul Gomes
  16. No salary, remuneration or allowance shall be paid to the members of the Executive Committee but the officers of Association’s office shall be employed on such terms and on such remuneration as the Executive Committee shall from time to time determine, provided that the remunerated directors must be absent from meeting and discussions concerning their own employment, condition of service and remuneration and must not vote thereon.

Executive Committee

  1. The Executive Committee shall consist of not less than 5 members nor more than 15 members including:
    1. President
    2. 1St Vice President
    3. 2nd Vice President
    4. Treasurer
    5. Secretary
  2. The Executive Committee shall function from time to time in such matters and in such manner as the Board by resolution shall so authorise and direct. The Executive Committee shall keep regular minutes of its meetings and shall make a report to the Board of Directors within thirty days following any meeting. The chairman of the Executive Committee shall be the president.
  3. The first Executive Committee shall be
    1. President – George William Wilson II
    2. 1st Vice President – Gavin Andrew Clyde
    3. 2nd Vice President – Ric Camaligan
    4. Honorary Treasurer & Secretary – Wong Tai Wai Paul
  4. The president shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the secretary or any other proper officer of the Association authorised by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorised to the executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Association; and in general shall perform all duties incident to the office of the president and such other duties as may be prescribed by the Board of Directors from time to time.
  5. In the absence of the president or in the event of his inability or refusal to act, the first vice president shall perform the duties of the president. In the absence of both the president and first vice president, the second vice president shall perform the duties of the president. When so acting, the vice president shall have all the powers of and be subject to all the restrictions upon the president. In addition, the vice presidents shall perform such other duties as from time to time may be assigned to them by the president or by the Board of Directors.
  6. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Sections 77 to 80 of these articles, and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or the Board of Directors. The treasurer shall serve as the chairman of the Finance Committee of the Association.
  7. The secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorised in accordance with the provisions of these Articles, keep a register of the post office address of each member which shall be furnished to the secretary by such member, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or by the Board of Directors.
  8. The Board of directors is authorised at its discretion to employ an executive director who shall perform such administrative tasks as are assigned by the Board. The first Executive Director shall be Wu Dik Lun Tommy.
  9. The session of the Executive Committee shall coincide with the session of the Association.
  10. In case of absence of an Executive Committee Member due to removal from office, death, resignation or sickness, the Executive Committee shall have power to appoint any member of the Association to act until a new Executive Committee Member is elected by the General Meeting.
  11. Nomination to fill the casual vacancy of the Executive Committee shall be made open to all Administrative members of the Association and shall be specified in the notice and the agenda of the General Meeting at which the election is made.
  12. The resignation of an Executive Committee Member shall be submitted in writing to the Executive Committee and he shall be discharged from the responsibilities for all his undertaking as an Executive Committee Member.

Power and Duties of Executive Committee

  1. The business of the Association shall be managed by the Executive Committee who may pay all expenses incurred in setting up and registering the Association and the Executive Committee may exercise all such powers and do all such acts and things as the Association is by its Memorandum of Association or otherwise authorised to exercise or do, and as are not by the Ordinance, or by these Articles, required to be exercised by the Association in general meeting, subject nevertheless to any regulations of these Articles, to the provisions of the Ordinance, and to such regulations not being inconsistent with the aforesaid Articles or provisions, as may be prescribed by the Association in general meeting shall invalidate any prior act of the Executive committee which would have been valid if that regulation bad not been made.
  2. The Executive Committee shall cause minutes to be made in books provided for the purpose:
    1. of all appointments made by the Committee
    2. of the names of the Committee members present at each Committee Meeting
    3. of all resolutions and proceedings at all General and Committee Meetings
  3. Every such Minutes, when so recorded and signed, shall in the absence of proof of error therein, be a correct record of an original proceeding, and shall be received in evidence without further proof.
  4. The office of an Executive Committee Member shall be vacated if such Member:
    1. becomes bankrupt, or
    2. is found lunatic or being of unsound mind, or
    3. resigns office by notice in writing to the Association, or
    4. is convicted an indictable offence.

Retirement of Executive Committee Members

  1. All Committee Members shall hold office for two years and shall be eligible for reelection.

Proceedings of Executive Committee

  1. The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of voted.
  2. The quorum necessary for the transaction of the business may be fixed by the Committee and unless so fixed, shall be at least half of the members of the Committee for the time being.
  3. A resolution determined on without any meeting of the Executive Committee Members and evidenced by writing under the hands of all, the Committee Members shall be as valid and effectual as a resolution duly passed at a meeting of the Executive Committee.

Committees

  1. The president, with the approval of the Board of Directors, shall appoint for his/her term of office the following standing committee chairpersons: Finance, Legislative, Membership, Annual Conference, Awards and Citations, Long Range Planning, Member Programs and Services, and Facility Management and Operations. In like manner, the president shall appoint at least sixth (60) days prior to the end of his/her term and before the new officers are elected, an Auditing Committee or professional accounting firm to conduct an audit of the Association’s business.
  2. The president, with the approval of the Board of Directors, may appoint such other committee chairpersons as are deemed necessary to carry out the work of the Association, to serve for the period of their appointment, provided that in no event shall such period be longer than the term of the president.
  3. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
  4. Unless otherwise provided by resolution of the Board of Directors, one-half of the whole committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
  5. Each committee may adopt rules for its own government not inconsistent with these Articles or with rules adopted by the Board of Directors.

Election

  1. The purpose of the Election is to elect the Board of Directors and Executive Committee Members for the next session of the Association.
  2. The Election shall be held in the Annual General Meeting.
  3. Every candidate shall be representative of an Administrative member of the Association for the previous 2 years.
  4. A director of each country shall be elected once every 2 years by cabinet taken at the Yearly General Meeting or in case of emergency, at an Extraordinary General Meeting convened for the purpose. Nominations for the foregoing cabinet may be made by any representative of Administrative members of the Association, and a simply majority of the votes cast by voting representative present shall constitute an election. No representative shall be nominated or elected for office without his knowledge and consent.
  5. The President, 2nd Vice President and Secretary shall be elected during the odd numbered years; and the 1st Vice President and Treasurer shall be elected during the even numbered years by cabinet taken at the Yearly General Meeting or in case of emergency, at an Extraordinary General Meeting convened for the purpose. Nominations for the foregoing cabinet may be made by any elected director during the general meeting, and a simply majority of the votes cast by the elected directors shall constitute an election.
  6. Re-election shall be ordered by the Executive Committee within 3 weeks after the election, when a successful election in the Annual General Meeting cannot be obtained, or within 3 weeks after the extraordinary meeting decided the complaints are justified.

Contracts, Loans, Checks and Deposits

  1. The Board of Directors may authorise any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Association, and such authority may be general or confined to specific instances.
  2. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorised by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
  3. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.
  4. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

Accounts

  1. The Executive Committee shall cause proper books of account to be kept with respect to all sums of money received and expended by the Association and the matter in respect of which the receipt and, expenditure takes place; and the assets and liabilities of the Association.
  2. The books of account shall be kept at the registrated office of the Association, or at such other place or places as the Executive Committee may think fit and shall be opened to the inspection of Administrative members and the summary presented at least once a year in the Annual General Meeting.
  3. The Executive Committee shall from time to time in accordance with Section 122 of the Ordinance, cause to be prepared and to be laid before the Association in general meeting a duly audited income and expenditure account and balance sheets are referred to in that section.
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