Constitution

Constitution

ARTICLE I
Name, Interpretation and Objects

  1. Name of the Credit Union:
    The name of the Credit Union shall be “Asian Migrants Credit Union”.
  2. Interpretation:
    In these By-laws, unless the context otherwise requires,
    “Board” means the Board of Directors of the Credit Union constituted under Article VII of these By-laws;
    “By-laws” means these By-laws made in accordance with Part VII of the “Credit Unions Ordinance” and approved by the “Registrar of Credit Unions”;
    “Credit Union” means the Asian Migrants Credit Union registered under the “Credit Unions Ordinance”;
    “Director” means a member of the Board of the Credit Union;
    “Fund” means any of the funds incorporated under these By-laws;
    “Members Meeting” means an Annual Meeting or Special Meeting of members of the Credit Union;
    “League” means the “Credit Union League of Hong Kong” incorporated under Part XI of the “Credit Unions Ordinance”;
    “Loan” means a loan granted by the Credit Union to a member;
    “Member” means a member of the Credit Union;
    “Nominee” means the person nominated by a member under Section 23 of the “Credit Unions Ordinance”;
    “Officer” means the President, Vice-President, Secretary or Treasurer of the Board, the Chairman or Secretary of the Credit Committee, or the Chairman or Secretary of the Supervisory Committee;
    “Ordinance” means the “Credit Unions Ordinance”, Chapter 119 of the Laws of Hong Kong Special Administrative Region;
    “President” means the President of the Credit Union;
    “Registrar” means the “Registrar of Credit Unions” appointed under Section 82 of the Ordinance;
    “Secretary” means the Secretary of the Credit Union;
    “Share” means each sum of five dollars standing to the credit of a member in the accounts of the Credit Union;
    “Treasurer” means the Treasurer of the Credit Union;
    “Vice-President” means the Vice-President of the Credit Union;
    “Year” means the financial year of the Credit Union;
    any words in the masculine gender include the meaning of the feminine gender; and
    any words in the singular number include the meaning of the plural number and vice versa.
  3. Registered Office:
    The registered office of the Credit Union shall be the 13/F, Flat 6, Block A, Fuk Keung Industrial Bldg., 66-68 Tong Mei Road, Kowloon, Hong Kong or such other place in Hong Kong as may be determined by the Board and notified to the Registrar.
  4. Objectives:
    The objectives for which the Credit Union is established are:
    4.1 to promote savings and to develop consciousness and practice in thrift among its members;
    4.2 to create enabled environment for savings and asset building by migrant workers;
    4.3 to receive the savings of its members either as payment on shares or as deposits; and
    4.4 to provide loans to its members, exclusively for provident or productive purposes.

ARTICLE II
Membership and Sphere of Operation

  1. Common Bond of Membership:
    The membership of the Credit Union shall be opened to any:
    5.1 staff, board or member of Asian Migrant Centre (AMC)
    5.2 member of registered migrant organizations or trade unions in Hong Kong;
    5.3 staff of Non-Government Organizations (NGOs) in Hong Kong with programs and services related to migration or development; and
    5.4 Asian migrant worker living and/or working in Hong Kong;

    A member who ceases to have the common bond to which membership of the Asian Migrants Credit Union is limited may retain his membership thereof, but may not obtain the grant of any loan therefrom exceeding the value of his shares in the Credit Union.
  1. Eligibility for Membership:
    Any person, who has a common bond as prescribed in Section 5 of the By laws and,
    6.1 in the opinion of the Board of Directors, is honest, industrious, and of good conduct; and
    6.2 is willing and able to observe the Ordinance and these By-laws;
    may be considered eligible for membership.
  2. Application for Membership:
    Application for membership shall be made on the form provided by the Credit Union and shall bear the recommendation of a Director or any two members of the Credit Union. Upon receipt of such application, if the Board considers that the applicant complies with Sections 5 and 6 of these By-laws, the Board may approve his application for membership.
  3. Entrance Fee:
    Every applicant for membership shall, after the approval of the application by the Board, pay an entrance fee of HK$10 and pay the subscription of at least one (1) share. If the applicant does not fulfill the requirement within fourteen (14) days after the approval of the application, such approval shall be cancelled and withdrawn.
  4. Withdrawal of Membership:
    A member who withdraws all his shares thereby immediately ceases to be a member of the Credit Union. A member may withdraw from the Credit Union at any time notifying the Secretary in writing and shall cease to be a member on the date such notification is received by the Secretary or on a date given in such notification whichever is the later.
  1. Expulsion of Membership:
    A member who contravenes any provision of the Ordinance or these By-laws, or acts in any way detrimental to the interests of the Credit Union, may be expelled upon a resolution passed by two-thirds (2/3) of the members present and qualified to vote, at a Members Meeting. The grounds on which his expulsion is being considered shall be communicated to him in writing by the Board not less than seven (7) days prior to that meeting, and he shall be given the opportunity to answer, either in writing before the meeting or orally thereat. On expulsion, a member shall be entitled to repayment of the amount held by him as shown by the Credit Union’s books of accounts, subject to the provisions of Section 17 of these By-laws.
  2. Cessation of Membership:
    A person ceases to be a member:
    11.1 on death;
    11.2 on ceasing to hold at least one (1) share whether due to imposition of a lien on shares, an inactivity fee on shares, or deductions from shares authorised by the member, provided that the Credit Union shall send a notice by post to his last recorded address informing him the consequences of failing to hold one (1) full share and shall give fourteen (14) days for the member to respond;
    11.3 on expulsion from the Credit Union; or
    11.4 on the withdrawal or transfer of all his shares.
  3. Record of Members and Shares:
    The Credit Union shall keep a record wherein shall be entered:
    12.1 the name, address and contact numbers both in the home country and in Hong Kong, occupation of each member and a statement of the shares held by him with the dates of allotment thereof;
    12.2 the date on which each member was admitted to membership;
    12.3 the date on which any member ceased to be a member; and
    12.4 each appointment of a nominee under Section 23 of the Ordinance.

ARTICLE III
Capital and Liability

  1. Value of Shares:
    The capital of the Credit Union shall be unlimited, divided into shares of a value of HK$5 each.
  2. Liability of Members:
    The liability of each member in case of liquidation of the Credit Union is limited to the value of the shares held by him.

ARTICLE IV
Shares

  1. Making Regular Savings:
    Shares shall be of a value of HK$5 each. A member must continue to save regularly according to his ability.
  2. Transfer of Shares:
    Shares in the Credit Union may be transferred to any member with the consent of the Board. All applications for transfer of shares shall be made on the form provided by the Credit Union. No member may transfer any shares if the transfer would make the total value of his shares less than his total liability to the Credit Union, whether as borrower, pledgor, guarantor or otherwise.
  3. Withdrawal of Shares:
    Money paid in on shares may be withdrawn in whole or in part on any day when the Credit Union is open to business, and shall be made on the form provided by the Credit Union, but the Board shall reserve the right at any time to require a member to give notice not exceeding ninety (90) days; provided, however, that no member may withdraw any shares if the withdrawal would make the total value of his shares less than his total liability to the Credit Union, whether as borrower, pledgor, guarantor or otherwise.
  4. Limit to Number of Shares Held by One Member:
    The Board shall determine from time to time the maximum number of shares that may be held by any one member, provided that the total value of shares held by any member shall not, without the permission of the Board, exceed twenty per cent (20%) of the total share balance of the Credit Union.
  5. Payment to Nominee or Person Entitled upon Death of Member:
    Any member may nominate any person in accordance with Section 23 of the Ordinance to receive, in the event of his death, any money owed to him in respect of shares and deposits held by the Credit Union subject to the provision of Section 23 of the Ordinance.

ARTICLE V
Statement of Accounts, Receipts and Disbursements

  1. Statement of Accounts:
    All financial transactions between a member and the Credit Union shall be entered into the member’s share and loan ledger. Members are entitled to check, at any reasonable time, their personal accounts and records. A statement of all transactions thereon within the current year shall be furnished to each member at least once in each quarter.
  2. Voucher and Cheques:
    All receipts and disbursements shall be supported by the proper receipts and vouchers, and all disbursements in excess of HK$50.00 shall be made by cheques.

ARTICLE VI
Loans

  1. Purpose of Loans:
    Every loan shall be made to a member exclusively for a provident or productive purpose.
  2. Application for Loans:
    All applications for loans shall be made on a form provided by the Credit Union, and shall set forth the purpose for which the loan is desired, the security, if any, offered, and such other information as may be required by the Credit Committee. If the facts stated on the application are found to be misrepresented, or the money used for some other purposes than that for which it was borrowed, the loan shall become immediately due and payable. The Credit Committee may, by notice in writing to the borrower, demand payment of the loan with interest, if any, before the agreed date of repayment.
  3. Documents Relating to Loans:
    All applications for loans and the reports of the Credit Committee thereon shall be kept for a period of not less than seven (7) years before destruction.
  4. Promissory Notes and Securities:
    All loans granted shall be secured by the promissory notes signed by the borrowers and the witness, if any, and by such additional security, if any, as the Credit Committee may require.
  5. Interest Rates on Loans:
    The rate of interest to be charged on loans shall be fixed from time to time by the Board, but shall, in no event, exceed one per cent (1%) per month on the total of the unpaid balance of such loan plus all charges (if any) incidental to making the loan.
  6. Conditions for Loans to Directors and Committee Members:
    No Director, Supervisory Committee Member or Credit Committee Member may obtain a loan from the Credit Union in excess of the value of his shares except upon the unanimous vote of a majority of each of the Board, the Supervisory Committee and the Credit Committee, sitting together, such Director or Member not being present at the taking of the vote.
  7. Loan Policy:
    Subject to the loan policy laid down by the Board from time to time, the Credit Committee shall determine the amount of each loan, the time for which it is granted, the terms of its repayment and the form and value of the security, if any. When the available funds are insufficient to meet the demand for loans, priority shall be given to the urgent loans of small amounts if the need and credit factor of the applications are nearly equal.
  8. Loan Repayment:
    A borrower, or his representative, may repay his loan prior to maturity, in whole or in part, on any business day of the Credit Union.
  9. Extension of Loan Repayment:
    30.1 If, by reason of sickness or some other causes, a member finds that he will be unable to discharge his obligations to the Credit Union, he shall notify the Treasurer in writing immediately to apply for extension of loan repayment. The application for extension of loan repayment shall be referred to the Credit Committee. The Credit Committee may, subject to the policy laid down by the Board, extend the time and fix the appropriate conditions for loan repayment.
    30.2 Provided that where it is shown to the satisfaction of the Credit Committee, that a member for reasons beyond his control, was unable to discharge his obligations to give notice as required in the above Section, the Credit Committee may in their discretion recommend the extension of loan repayment and inform him of the revised conditions for loan repayment.
    30.3 If necessary, the member concerned shall sign a promissory note subject to renewal.

ARTICLE VII
Board of Directors

  1. Composition of the Board:
    The business of the Credit Union shall be conducted by a Board consisting of seven (7) members. Except as provided in Sections 36, 37 and 62.1.4 of these By-laws, each Board Member shall remain in office until his successor is elected. [Amended at 3rd AMM, 8 May 2011]
  2. Tenure of Office of Directors:
    32.1 The terms of office for Directors shall be for periods of three (3) years. Each year at the Annual Meeting of members, they shall retire from office the number nearest one-third (1/3) of the Directors.
    32.2 The Director who shall retire in any year shall be those who had been longest in office since his last election, but as between persons who become Directors on the same day, those who shall retire shall be determined by lot, unless they otherwise agree among themselves. The retiring Directors shall be eligible for re-nomination and re-election.
    32.3 The Credit Union shall, at its Annual Meeting of members, fill the vacancies of the retiring Directors by electing persons from among its members.
  3. Election of Officers of the Board:
    At the first Board Meeting, which shall be held immediately following the meeting at which they were elected, the Board shall elect a President, a Vice-President, a Secretary and a Treasurer from among its members.
  4. Duties of Officers of the Board:
    34.1 The President shall:
    34.1.1 preside at the Members Meetings, the Board Meetings, and any meeting in which the Board participates;
    34.1.2 countersign with the Treasurer on all cheques, notes, drafts, and other negotiable or transferable instruments drawn by the Credit Union as required in the process of its business; and
    34.1.3 perform all such other duties as pertained to the office of President or as he may be directed to perform by resolution of the Board which are not inconsistent with the Ordinance or these By-laws.
    34.2 The Vice-President shall, in the event of the absence or disability of the President, or his refusal to act, perform the duties of the President.
    34.3 The Secretary shall:
    34.3.1 prepare and maintain full and correct records of the minutes of the Members Meetings, the Board Meetings and the Joint Meetings of the Board and Committees;
    34.3.2 give notice of the Members Meetings, the Board Meetings and the Joint Meetings of the Board and Committees, in the manner prescribed by these By-laws; and
    34.3.3 perform all other duties as pertained to the office of Secretary or as he may be directed to perform by resolution of the Board which are not inconsistent with the Ordinance or these By-laws.
    34.4 The Treasurer shall, except as the Board otherwise prescribes, by the general manager of the Credit Union under the control and direction of the Board. Before entering upon his duties, a surety bond for the faithful performance of his duties shall be furnished in such amount as shall be determined by the Board as provided for in Section 38.1.5 of these By-laws, the premium of which shall be paid by the Credit Union. Subject to the control imposed by the Board, the Treasurer shall:
    34.4.1 have custody of all funds, securities, valuable documents and other assets of the Credit Union, except his own surety bond which shall be in the custody of such other person as the Board may designate;
    34.4.2 sign all cheques, notes, drafts and other negotiable or transferable instruments drawn by the Credit Union as required in the process of its business;
    34.4.3 keep and maintain a full and complete record of all the transactions of the Credit Union and have custody of all books of accounts, vouchers, bonds and securities etc., to be at all times open to the inspection of the Supervisory Committee;
    34.4.4 prepare, within twenty (20) days after the end of each month, a Financial and Statistical Report including the Balance Sheet which shall be posted in a conspicuous place at the registered office of the Credit Union;
    34.4.5 prepare, within thirty (30) days after the end of each year, a Financial and Statistical Report including the Balance Sheet which shall then be certified by a majority of the Supervisory Committee members in accordance with Section 62.3 of these By-laws and shall be posted in a conspicuous place at the registered office of the Credit Union for at least one (1) month;
    34.4.6 receive all monies paid in to the Credit Union and within two (2) banking days after receipt, deposit all funds in his possession in the banks prescribed by the Board;
    34.4.7 oversee that all promissory notes, drafts, or any negotiable instruments drawn in favour of the Credit Union, are properly prepared; and
    34.4.8 perform all such other duties as pertained to the office of Treasurer, or as he may be directed to perform by resolution of the Board which are not inconsistent with the Ordinance or these By-laws.
  5. Board Meetings:
    35.1 The Board shall meet as often as the business of the Credit Union may require, but at least once a month. The President shall call the Board Meeting.
    35.2 A simple majority of the Directors shall constitute a quorum of the Board Meeting.
    35.3 The President shall also call a Board Meeting upon the written request of any three (3) of the Directors.
    35.4 Minutes of Board Meetings shall be recorded by the Secretary, and shall be signed by the President and the Secretary, and shall contain the following particulars:
    35.4.1 the names of the Directors present and the date of the meeting;
    35.4.2 the name of the President or other presiding member; and
    35.4.3 a short statement of all matters discussed and decisions made, and a record as to whether each decision was made unanimously or by a majority after striking out the abstentions.
  6. Failure to Attend Board Meetings:
    Any Director who, without due excuse approved by the Board, fails to attend three (3) consecutive Board Meetings shall be deemed to have vacated his office.
  7. Filling of Vacancies of the Board:
    Any vacancy on the Board shall be filled from among the members within fourteen (14) days by vote of a majority of the remaining Directors. Where an appointment is made other than for the purpose of filling a temporary vacancy caused through illness, absence from Hong Kong or any other causes, the Director so appointed shall retire at the same time as the replaced Director should retire.
  8. Duties of the Board:
    38.1 The Board shall have the control of the affairs of the Credit Union and perform the following duties:
    38.1.1 to review, approve or reject the applications for membership;
    38.1.2 to determine from time to time the interest rates on loans. When by action of the Board the interest rates on future loans is reduced, similar action may be taken with regard to interest rates on unpaid balances of existing loans;
    38.1.3 to determine from time to time the maximum amount of loans which may be made to a member, this amount should at no time exceed ten per cent (10%) of the aggregate amount of the share balance, the reserve fund and other funds of the Credit Union;
    38.1.4 to determine from time to time the interest rate of deposits, the maximum amount of deposits for each member and the other terms of the deposits;
    38.1.5 to fix from time to time the amount of surety bond which shall be required in respect of all officers handling money and to authorize the payment of the premium thereof by the Credit Union;
    38.1.6 to recommend dividends,
    38.1.7 to recommend amendments to these By-laws;
    38.1.8 to fill vacancies on the Board and the Credit Committee from among the members;
    38.1.9 to determine from time to time the maximum number of shares that may be held by any member subject to the provision of Section 18 of these By-laws;
    38.1.10 to invest the funds of the Credit Union;
    38.1.11 to submit the accounts of the Credit Union to the Registrar for examination in pursuance of the provisions of the Ordinance;
    38.1.12 to consider the Report of Examination from the Registrar and to seek appropriate improvement;
    38.1.13 to appoint a Director or a Committee Member who, with the Treasurer, shall have joint control of the securities;
    38.1.14 to employ, fix the salaries and benefits of the employees, and prescribe the duties of such employees as may in their discretion be necessary;
    38.1.15 to authorize borrowing on behalf of the Credit Union subject to the provisions of the Ordinance and these By-laws;
    38.1.16 to supervise the collection of loan repayment from members, and with the approval of the Members Meeting, cause delinquent loans to be written off the books of the Credit Union;
    38.1.17 to maintain at all times an active programme of the credit union education and to maintain relation with other registered credit unions aimed to promote the best interests of the Credit Union and of the credit union movement;
    38.1.18 apart from such business as pertained to a Members Meeting, to provide for the management of the Credit Union in all things not inconsistent with the Ordinance and these By-laws; and
    38.1.19 to perform all such other duties as authorized from time to time by the Members Meeting.
    38.2 The Board shall post a copy of the latest Financial and Statistical Report including the Balance Sheet of the Credit Union together with the Registrar’s Report of Examination in a conspicuous place at the registered office of the Credit Union.
  9. Sealing and Signing of Documents:
    The board shall be responsible for the safe custody of the common seal of the Credit Union. The Credit Union shall only affix the common seal to any instrument by the authority of a resolution of the Board and in the presence of the “President and Treasurer”, or “Vice-President and Treasurer”. The “President and Treasurer”, or “Vice-President and Treasurer” shall sign every instrument to which the seal is so affixed.
  10. Investment of Funds:
    The Board may not invest any of the funds of the Credit Union unless the investment is approved by two-thirds (2/3) majority of the Board, provided also, that all Directors have been previously notified in writing of the specific form of investment proposed for consideration at that meeting.
  11. Assistant Treasurer:
    The Board may appoint persons to assist the Treasurer. The person so appointed shall perform his duties under the supervision of the Treasurer, who shall be deemed as the responsible person. When the appointment is made, the Credit Union shall furnish a surety bond for the faithful performance of the appointed person’s duties in such amount as the Board shall prescribe, the premium of which shall be paid by the Credit Union.
  12. Remuneration of Directors:
    No Director shall receive any salary or wages as a Board member, but the Treasurer may be paid such remuneration as the Annual Meeting of members may determine.
  13. Disclosure of Personal Interests of Directors:
    Every Director shall, before taking part in any business of the Board, be required to disclose any personal interests arising out of that business, and after considering such disclosure, it shall be for the Board to decide whether such Director shall take part in the discussion and vote upon the item of business in which he has disclosed an interest.
  14. Joint Meeting of the Board and Committees:
    From time to time the President may call a Joint Meeting of the Board, Credit Committee, Supervisory Committee and Education Committee to review the operation of the Credit Union, provided that at such Joint Meeting, no resolution on the policy of the Credit Union or the duties described in Section 38 of these By-laws may be proposed or voted upon.

ARTICLE VIII
Credit Committee

  1. Composition of the Credit Committee:
    The Credit Committee shall consist of three (3) members. Neither the President nor the Treasurer nor more than one (1) Director of the Credit Union may be a member of the Credit Committee. Except as provided in Sections 50, 51 and 62.1.4 of these By-laws, each Credit Committee Member shall remain in office until his successor is elected.
  2. Tenure of Office of Credit Committee Members:
    46.1 The terms of office for Credit Committee Members shall be for periods of three (3) years. Each year at the Annual Meeting of members, there shall retire from office the number nearest one-third (1/3) of the Credit Committee Members.
    46.2 The Credit Committee Member who shall retire in any year shall be the person who has been longest in office since his last election, but as between persons who become Committee Members on the same day, the person to retire shall be determined by lot, unless they otherwise agree among themselves. The retiring Credit Committee Member shall be eligible for re-nomination and re-election.
    46.3 At the Annual Meeting of members which a Credit Committee Member retires, the Credit Union shall fill the vacated office by electing a person from among its members.
  3. Election of Officers of the Credit Committee:
    At the first Credit Committee Meeting, which shall be held immediately following the meeting at which they were elected, the Credit Committee shall elect a Chairman and a Secretary from among its members.
  4. Duties of Officers of the Credit Committee:
    48.1 The Chairman of the Credit Committee shall preside at the Credit Committee Meetings. In the absence of the Chairman, the Credit Committee shall elect one of its members to act as temporary chairman.
    48.2 The Secretary of the Credit Committee shall prepare and maintain full and correct records of the minutes of the Credit Committee Meetings and of all actions taken by the Credit Committee.
  5. Credit Committee Meetings:
    49.1 The Credit Committee shall hold meetings as the business of the Credit Union may require but at least once a month. The Chairman of the Credit Committee shall call the Credit Committee Meeting.
    49.2 A simple majority of the Credit Committee members shall constitute a quorum for a Credit Committee Meeting.
  6. Failure to Attend Credit Committee Meetings:
    Any Credit Committee Member who, without due excuse approved by the Credit Committee, fails to attend three (3) consecutive meetings of the Credit Committee shall be deemed to have vacated his office.
  7. Filling of Vacancies of the Credit Committee:
    Any vacancy on the Credit Committee shall be filled from among the members within fourteen (14) days by vote of a majority of the Board. Where an appointment is made other than for the purpose of filling a temporary vacancy caused through illness, absence from Hong Kong or any other cause, the Credit Committee Member so appointed shall retire at the same time as the replaced Credit Committee Member should retire.
  8. Duties of the Credit Committee:
    52.1 Subject to the loan policy laid down by the Board from time to time, the Credit Committee shall determine the amount of each loan, the time for which it is granted, the terms of its repayment and the form and value of the security, if any. When the available funds are insufficient to meet the demand for loans, priority shall be given to the urgent loans of small amounts if the need and credit factor of the applications are nearly equal.
    52.2 No loan, except as provided in Section 53 of these By-laws, shall be made unless such loan has received the unanimous approval of the Credit Committee Members.
    52.3 The Credit Committee shall inquire into the character and financial position of each applicant for a loan and his sureties, if any, to ascertain his ability to repay fully and promptly the obligations incurred by him, and to determine whether the loan sought is for a provident or productive purpose, and will be of probable benefit to the borrower. The Credit Committee shall look into the matters and endeavour to assist applicants in solving their financial problems.
  9. Loan Officer:
    53.1 The Credit Committee, with the prior approval of the Board, may appoint one (1) or more members of the Credit Committee as loan officer to act under the Credit Committee’s supervision. Each loan officer shall furnish to the Credit Committee a record of each loan whether or not approved by him within seven (7) days of the date of filing of the application, and such record shall become a part of the records of the Credit Committee. All loans not approved by a loan officer shall be referred to the Credit Committee for consideration and endorsement.
    53.2 The Board shall fix the maximum amount of loan which may be given by the loan officer, and the maximum period of repayment of such loan.
  10. Monthly Report to the Board:
    The Credit Committee shall send a report of its activities to the Board each month.

ARTICLE IX
Supervisory Committee

  1. Composition of the Supervisory Committee:
    The Supervisory Committee shall consist of three (3) members, none of whom shall be a Director or a Credit Committee Member. Except as provided in Sections 60 and 61 of these By-laws, each Supervisory Committee Member shall remain in office until his successor is elected.
  2. Tenure of Office of Supervisory Committee Members:
    56.1 The terms of office for Supervisory Committee Members shall be for periods of three (3) years. Each year at the Annual Meeting of members, there shall retire from office the number nearest one-third (1/3) of the Supervisory Committee Members.
    56.2 The Supervisory Committee Member who shall retire in any year shall be the person who has been longest in office since his last election, but as between persons who become committee members on the same day, the person to retire shall be determined by lot, unless they otherwise agree among themselves. The retiring Supervisory Committee Member shall be eligible for re-nomination and re-election.
    56.3 At the Annual Meeting of members at which a Supervisory Committee Member retires, the Credit Union shall fill the vacancy by electing a person from its members.
  3. Election of Officers of the Supervisory Committee:
    At the first Supervisory Committee Meeting, which shall be held immediately following the meeting at which they were elected, the Supervisory Committee shall elect a Chairman and a Secretary from among its members.
  4. Duties of Officers of the Supervisory Committee:
    58.1 The Chairman of the Supervisory Committee shall preside at meetings of the Committee. In the absence of the Chairman, the Supervisory Committee shall elect one of its members to act as temporary chairman.
    58.2 The Secretary of the Supervisory Committee shall maintain and have custody of full and correct records of the minutes of the Supervisory Committee and all actions taken by the Supervisory Committee.
  5. Supervisory Committee Meetings:
    59.1 The Supervisory Committee shall hold meetings as the business of the Credit Union may require, but at least once a month. The Chairman of the Supervisory Committee shall call the Supervisory Committee Meeting.
    59.2 The Chairman shall call special meetings of the Supervisory Committee at any time and shall do so upon the request of any other Supervisory Committee Member.
    59.3 A simple majority of the Supervisory Committee Members shall constitute a quorum for the Supervisory Committee Meeting.
  6. Failure to Attend Supervisory Committee Meetings:
    Any Supervisory Committee Member who, without due excuse approved by the Supervisory Committee, fails to attend three (3) consecutive Supervisory Committee Meetings, shall be deemed to have vacated his office.
  7. Filling of Vacancies of the Supervisory Committee:
    Any vacancy on the Supervisory Committee shall be filled from among the members within fourteen (14) days by vote of a majority of the remaining members of the Supervisory Committee. Where an appointment is made other than for the purpose of filling a temporary vacancy caused through illness, absence from Hong Kong or any other cause, the Supervisory Committee Member so appointed shall retire at the same time as the replaced Supervisory Committee Member should retire.
  8. Duties of the Supervisory Committee:
    62.1 The Supervisory Committee shall:
    62.1.1 at frequent intervals inspect the securities, cash and accounts of the Credit Union;
    62.1.2 carry out an examination of the affairs and audit the accounts of the Credit Union and verify the Financial and Statistical Report, including the Balance Sheet, at least once in each quarter of every year;
    62.1.3 consider the Report of Examination forwarded by the Registrar and monitor the Board of Directors to see whether appropriate improvements have been proposed or imposed;
    62.1.4 if it deems it to be necessary in the interests of the Credit Union, by the unanimous vote of all the Supervisory Committee Members, suspend any Director or Credit Committee Member from the functions of his office and call a Special Meeting of the Credit Union within fourteen (14) days thereafter to consider a report of the Supervisory Committee on such suspension;
    62.1.5 receive and investigate the complaint made by any member regarding the proper running of the Credit Union;
    62.1.6 by a majority vote of the Supervisory Committee Members, call a Special Meeting of the members to consider any violation of the Ordinance or these By-laws or any practice of the Credit Union which, in the opinion of the Supervisory Committee, is unsafe and unauthorised;
    62.1.7 within forty-five (45) days after the end of each year, make or cause to be made, an audit of the accounts of the Credit Union. If it deems expedient, to appoint professional auditors to audit the accounts upon a resolution of the Annual Meeting of members. The Supervisory Committee shall submit the Audit Report together with the Financial and Statistical Report, including Balance Sheet to the Annual Meeting of members for its approval; and
    62.1.8 at least once a year verify the accounts of all members with the records of the Treasurer.
    62.2 In the process of their examinations and audits, the Supervisory Committee shall examine all applications for loans made during the period under examination and satisfy itself that for each loan made, an application is on file and that each application states the purpose for which the loan is made, the description of the security, if any, offered, and that it bears the approval of the Credit Committee.
    62.3 After the audit according to the provision in Section 62.1.7 has been carried out, a simple majority of the Supervisory Committee shall attest the Financial and Statistical Report, including the Balance Sheet, for that year submitted by the Treasurer.
  9. Monthly Report to the Board:
    The Supervisory Committee shall send a report of its activities to the Board each month.

ARTICLE X
Education Committee

  1. Appointment of the Education Committee:
    After the Annual Meeting of members, the Board shall appoint an Education Committee comprising of at least three (3) members. The Education Committee shall appoint a Chairman and a Secretary from among its members and maintain records of its activities and minutes of its meetings.
  2. Duties of the Chairman and Secretary of the Education Committee:
    65.1 The Chairman of the Education Committee shall preside at meetings of the Education Committee. In the absence of the Chairman, the Education Committee shall elect one person from among its members to act as temporary chairman.
    65.2 The Secretary of the Education Committee shall prepare and maintain full and correct records of the minutes of the Education Committee Meetings and all actions taken by the Education Committee.
  3. Duties of the Education Committee:
    The Education Committee shall work under the direction of the Board. Its principal duties shall be:
    66.1 to educate new members in the understanding of these By-laws, and the spirit and practice of the credit union movement;
    66.2 to keep both members and the public informed of the services provided by the Credit Union;
    66.3 to educate the members in practical ways of using their money wisely; and
    66.4 to recruit new members and promote the Credit Union.
  4. Monthly Report to the Board:
    The Education Committee shall send a report of its activities to the Board each month.

ARTICLE XI
Members Meeting

  1. Supreme Authority of Members Meeting:
    68.1 The supreme authority in the Credit Union is vested in the Members Meeting at which every member has a right to attend and to vote on all matters.
    68.2 The first Members Meeting after registration of the Credit Union shall be called the First Meeting, and shall have the same powers as are herein given to the Annual Meeting of members.
  2. Voting Rights of Members Meeting:
    69.1 Only members who have reached sixteen (16) years of age shall have the right to vote and to be elected.
    69.2 Each member shall have one (1) vote only and there shall be no voting by proxy; provided that, in the case of an equality of votes, the President shall have a casting vote.
    69.3 Unless otherwise provided for in the Ordinance or these By-laws, any question submitted for the decision of the members present at a meeting shall be decided by a majority of votes after striking out the abstentions.
    69.4 At any meeting a resolution put to the vote shall be decided by a show of hands unless voting by ballot is demanded by at least five (5) of the members present before declaration of the result by the show of hands, and in such case, voting by ballot shall be taken.
    69.5 Any question to be brought for the decision of the members shall be submitted in writing to the Secretary not less than seven (7) days prior to the Annual Meeting of members.
  3. Deadline for Convening Annual Meeting of Members:
    The Annual Meeting of members shall be convened by the Board not later than ninety (90) days after the end of each year.
  4. Responsibilities and Rights of Annual Meeting of Members:
    71.1 to consider and approve the annual reports of the Board, the Treasurer, the Credit Committee, the Supervisory Committee, the Education Committee and any Sub-committee;
    71.2 to consider the Report of Examination from the Registrar and discuss the improvements proposed or imposed by the Board;
    71.3 to consider and approve the Financial and Statistical Report and Audit Report;
    71.4 to sanction the appropriation and distribution of surplus;
    71.5 to elect Directors, the Credit Committee Members, the Supervisory Committee Members and the Education Committee Members (if so decided by the Board) and to remove them from office in accordance with these By-laws;
    71.6 to pass proposals for the amendments of By-laws;
    71.7 to approve the write-off of delinquent loans;
    71.8 to exercise its final authority in all other matters vitally affecting the reputation and business of the Credit Union; and
    71.9 to hear and decide upon any complaints brought by members aggrieved by a decision of the Credit Union, provided that notice of such complaints to be brought before the meeting has been submitted to the Secretary not less than seven (7) days prior to the Annual Meeting of members.
  5. Agenda of Annual Meeting of Members:
    72.1 ascertainment that a quorum is present;
    72.2 review and approval of the minutes of the last Annual Meeting of members, and any intervening Special Meeting of members and discussion of matters arising therefrom;
    72.3 review of any unfinished business arising from previous meeting;
    72.4 review and approval of annual reports of:
    72.4.1 Board;
    72.4.2 Treasurer;
    72.4.3 Credit Committee;
    72.4.4 Supervisory Committee;
    72.4.5 Education Committee; and
    72.4.6 any Sub-committee;
    72.5 consideration of the Report of Examination forwarded by the Registrar;
    72.6 consideration and approval of the recommendations by the Board for the payment of a dividend;
    72.7 passing of proposals for amendments of By-laws (if applicable);
    72.8 approval of the write-off of delinquent loans (if applicable);
    72.9 election to:
    72.9.1 Board;
    72.9.2 Credit Committee;
    72.9.3 Supervisory Committee; and
    72.9.4 Education Committee (if so decided by the Board);
    72.10 new business; and
    72.11 adjournment.
  6. Procedure for Convening Special Meetings of Members:
    73.1 Special Meetings of members may be called by the Board upon their own initiative, or by the Supervisory Committee, or upon the written petition of members qualified to vote. The petition shall be signed by not less than twenty per cent (20%) of the members, or twenty-five (25) members, whichever is the less and shall be addressed to the Board. It shall be the duty of the Board to convene such a meeting within fourteen (14) days from the receipt of the written petition after giving a seven (7) days’ notice. The purpose of the Special Meeting shall be set forth in the notice of the meeting and only such business as described in the notice may be dealt with at such meeting.
    73.2 If the Board fails to convene a meeting within fourteen (14) days from the receipt of a demand as aforesaid, the Supervisory Committee or the members applying for such a meeting will have the right to convene the meeting by giving a seven (7) days’ notice which must contain the object of the proposed meeting, and a statement to the effect that the meeting is convened on the failure of the Board to convene the meeting demanded.
  7. Written Notice of Members Meetings:
    Not less than fourteen (14) days prior to the Members Meeting, the Secretary shall post a notice of the meeting in a conspicuous place in the registered office, or deliver the written notice to each member by hand or by post to his address according to the records of the Credit Union.
  8. Quorum at Members Meeting:
    75.1 When the total number of the voting members of the Credit Union is less than or equal to one hundred and twenty (120), fifty percent (50%) of the total number of the voting members, or thirty (30), whichever is the less, shall form a quorum for the purpose of a Members Meeting; and when the total number of the voting members is more than one hundred and twenty (120), twenty-five percent (25%) of the total number of the voting members or sixty (60), whichever is the less, shall form a quorum for the purpose of a Members Meeting. [Amended, 2nd AMM, 14 March 2010]
    75.2 If at the expiration of one (1) hour after the time fixed for any Members Meeting, the members present are not sufficient to form a quorum, such meeting shall be considered dissolved if convened on the demand of members, and, in all other cases, it shall stand adjourned. Such an adjourned meeting should be held within ten (10) days of its adjournment and a written notice to that effect shall be posted in a conspicuous place in the registered office, or delivered to each member by hand or by post to his address according to the records of the Credit Union by the Secretary not less than seven (7) days prior to the adjourned meeting. If at the adjourned meeting, a quorum is not present within one (1) hour from the time appointed for the meeting, the members present shall form a quorum.
  9. Chairman of Members Meeting:
    The President or in his absence, the Vice-President, or in the absence of both, any other member elected by a majority of those present and qualified to vote shall preside at the Members Meeting.
  10. Minutes of Members Meeting:
    Minutes of the meeting shall be entered in the Minute Book and signed by the Presiding Officer and the Secretary and shall contain:
    77.1 the total number of members present and qualified to vote at the meeting and the name of the President or the person who presided at the meeting;
    77.2 the time fixed for the meeting and the time the meeting commenced;
    77.3 the total number of members and the total number of members qualified to vote on the meeting date
    77.4 all resolutions passed or decisions made at the meeting on items provided in Section 72 of these By-laws; and
    77.5 the time the meeting adjourned.
  11. Exclusion of Political, Sectarian or Racial Discussion:
    No political, sectarian or racial discussion shall be raised at any Committee, Board or Members Meeting.

ARTICLE XII
Elections

  1. Appointment of Nomination Committee:
    Not less than sixty (60) days prior to each Annual Meeting of members, the Board shall appoint a Nomination Committee comprising of three (3) members, of which not more than one (1) may be a Director of the existing Board. It shall be the duty of the Nomination Committee to nominate at the Annual Meeting of members one (1) member for each vacancy for which elections are being held.
  2. Invitation of Nominations from Members:
    Not less than forty-five (45) days prior to the Annual Meeting of members, the Nomination Committee shall send the nomination form to each member.
  3. Submission of Nomination Forms from Members:
    Not less than thirty (30) days prior to the Annual Meeting of members, the members shall fill in the nomination forms, if any, and submit them to the Nomination Committee. Any late submission will not be entertained.
  4. Announcement of Nominees:
    Not less than fifteen (15) days prior to the Annual Meeting of members, the Nomination Committee shall notify each member the list of nominations to be elected to the Board and Committees.
  5. Method of Voting:
    All elections shall be determined by a majority vote and shall be by secret ballot except where there is only one (1) nominee for each vacancy.
  6. Order of Nominations and Elections:
    Nominations and elections shall be in the following order:
    84.1 Directors;
    84.2 Credit Committee members;
    84.3 Supervisory Committee members; and
    84.4 Education Committee members (if so decided by the Board).
  7. Way of Ballot:
    Elections may be determined by separate ballots following the same order as the nominations or may be by single ballot.

ARTICLE XIII
Special Funds

  1. Prescription of Special Funds:
    The Board may from time to time recommend for members’ approval at a Members Meeting, to establish Special Funds for purposes incidental or conducive to the objects for the Credit Union set out in Section 4 of these By-laws, and to prescribe the following rules:
    86.1 the name of the Special Fund;
    86.2 the purpose of the Special Fund;
    86.3 the manner by which allocations are made into the Special Fund;
    86.4 where the Special Fund shall be deposited;
    86.5 how the principal and/or the interest generated by the principal may be used; and
    86.6 the duration for maintenance of the Special Fund.
  2. Alterations, Amendments or Additions:
    Any alterations, amendments or additions to such rules shall be put to members at a Members Meeting for approval.
  3. Publication of Rules:
    The Secretary shall, immediately following each decision of the members at a Members Meeting to establish a Special Fund, publish the relevant rules.
  4. Accounting Requirements:
    All transactions as well as all assets and liabilities within such Special Fund shall be accounted for in the Financial and Statistical Report including the Balance Sheet of the Credit Union.

ARTICLE XIV
Disposal of Surplus

  1. Disposal of Surplus to Reserve Fund, Dividends and Other Uses:
    The net earnings of the Credit Union, as verified by the Supervisory Committee, shall be applied as follows:
    90.1 At least twenty per cent (20%) of the net earnings for the previous financial year shall be carried to the Reserve Fund in accordance with Section 45 of the Ordinance until the Reserve Fund is equal to at least ten per cent (10%) of the share balance, and such further amounts of the net earnings shall be paid into the Reserve Fund in every year as may be necessary to maintain that percentage. The Reserve Fund may only be used in such manner as prescribed by Section 45 of the Ordinance.
    90.2 Subject to the approval of the Annual Meeting of members, a dividend not exceeding six per cent (6%) per annum may be issued on all fully paid shares, provided that the Annual Meeting of members shall not approve the payment of any dividend in excess of the rate proposed by the Board. Within one (1) month after the dividend has been approved, the Treasurer shall credit each member’s share account with the amount of dividend accruing to him.
    90.3 Subject to the approval of the Annual Meeting of members, some or all of the remainder of the net earnings may be used for any purpose conducive to the attainment of the objects of the Credit Union or the credit union movement and consistent with the Ordinance and these By-laws.

ARTICLE XV
Dormant Accounts

  1. Levy of Inactivity Fee on Dormant Accounts:
    The shares of a member whose share and loan accounts remain inactive for a continuous period of two (2) years may be, upon a decision of the Board, subject to an inactivity fee chargeable on such share accounts. The inactivity fee shall amount to thirty percent (30%) of the share account balance immediately prior to imposition of the charge or a minimum of HK$50 or a maximum of HK$500, which amount shall then be levied on the account in each subsequent year on the anniversary of the first imposition of the charge unless the account is reactivated. Upon the complete absorption of the member’s shares, his membership ceases. The Credit Union shall inform such member the imposition of an inactivity fee on his share account by at least 30 days advance written notice sent to his last recorded address prior to the imposition of the charge in the first year.

ARTICLE XVI
Bank Accounts and Petty Cash Imprest Account

  1. Bank Accounts and Cheque Signatory:
    The Board shall keep the bank accounts of the Credit Union in the licensed banks. All cheques shall be signed on behalf of the Credit Union by the “President and Treasurer” or “Vice-President and Treasurer”.
  2. Petty Cash Imprest Account:
    The Board may from time to time authorise the Treasurer to establish a petty cash imprest account in an amount not exceeding HK$500 for the disbursement of petty expenses.

ARTICLE XVII
Borrowing Power

  1. Restrictions of Borrowing:
    The Credit Union may borrow money for the carrying out of its objects subject to the provisions of Sections 43 and 44 of the Ordinance.

ARTICLE XVIII
Financial Year

  1. Financial Year:
    The financial year of the Credit Union shall end on December of each year.

ARTICLE XIX
By-laws

  1. Amendments of By-laws:
    96.1 These By-laws may be amended only by a resolution of two-thirds (2/3) of the members present and qualified to vote, at the Annual Meeting of members or at a Special Meeting of members thereof called for the purpose.
    96.2 Not less than fourteen (14) days prior to the Members Meeting, a copy of the proposed amendment together with a written notice of the meeting shall be posted in a conspicuous place in the registered office, or delivered to each member by hand or by post to his address according to the records of the Credit Union.
    96.3 No such amendment shall be of any effect until the same has been approved in writing by the Registrar.
  2. Copy of the By-laws:
    The Credit Union shall keep a copy of these By-laws to be opened at all reasonable times for inspection by members, or any person authorised by the Registrar by virtue of Section 52 or Section 54 of the Ordinance.

ARTICLE XX
Appendix

  1. Payment of League Dues:
    The Credit Union may deduct money from the shares of the members to pay dues to the League. Such dues shall be paid in accordance with the By-laws of the League with which the Credit Union affiliates.
  2. Application of the Ordinance:
    Anything which is not provided for in these By-laws shall be dealt with in accordance with the Ordinance.

-End-

Credit Unions Ordinance
(Chapter 119 of the Laws of Hong Kong Special Administrative Region)

The registration of the foregoing By-laws of the Asian Migrants Credit Union is approved under Section 5 of the Credit Unions Ordinance, Chapter 119 of the Laws of Hong Kong Special Administrative Region, this the 22nd day of September 2008.

Registration No. 76

(__________)
for Registrar of Credit Union

Copyright 2020 AMCU ©  All Rights Reserved

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