Hong Kong Society of Flow Cytometry

The CONSTITUTION

of the

HONG KONG SOCIETY OF FLOW CYTOMETRY

Name

The name of the Society is the " HONG KONG SOCIETY OF FLOW CYTOMETRY " .

Definitions

Flow cytometry " is broadly defined as the process by which cells and cellular constituents are measured and characterised by passing them through a measuring apparatus in a fluid stream. This technology is used for biological, diagnostic and therapeutic purposes and embraces components of cytochemistry, cytogenetics, biology, physiology, pathology, instrumentation, clinical laboratory practice and other subjects of relevance.

In this Constitution, unless the context requires otherwise, " Year " means Calendar Year, January 1st to December 31st. " Member " means a person registered for the time being as a General Member. " The Society " means the Hong Kong Society of Flow Cytometry. " General Meeting " means a meeting of the Society at which business, other than purely scientific business, is conducted. Words importing the singular number only shall include the plural number, and vice versa. Words importing the masculine gender shall include the feminine gender.

Objectives

The Society is a scientific and educational organization whose purpose is:

To promote research, development and applications in flow cytometry.
To facilitate integration of the various applications within flow cytometry.
To disseminate knowledge of flow cytometry.
To provide information and advice on those aspects of public policy which are concerned with flow cytometry.
To raise funds for application in any of the objectives 1 to 4 above.

Membership

Membership in the Society is open to all persons who share the stated purpose of the Society and who have educational, research or practical experience in some aspects of flow cytometry.
There is one class of General Membership. Council may establish other non-voting classes of membership.
A General Member is one who has paid the dues for the current calendar year and is eligible to vote in elections and at business meetings of the Society.
To become a General Member of the Society, persons eligible under the Constitution must be sponsored by two General Members and approved by Council.
Only General Members of the Society have the right to vote, to petition, to sponsor new Members and to hold office.

Officers

The Officers of the Society are a President, a President-Elect, a Secretary, and a Treasurer.

Terms of Office:

The term of each elective office shall be one calendar year, beginning on the first day of the next calendar year after the election, save that by a special resolution of the Society there may be added to this term of office the remaining part of the year in which the Officer is elected.
The President-Elect shall serve for one year in effect as vice president, and be designated as President for the following term.
The terms of the Secretary and the Treasurer may be renewed by re-election.
An Officer may resign at any time by sending a letter to that effect to the Secretary or the President. An Officer may be removed from office or prevented from assuming office at any time by a simple majority of the votes cast at a General Meeting of the Society or in a postal ballot.
All documents and records obtained or kept on behalf of the Society by any Officer shall be delivered to his successor upon termination of his term of office.

General Duties of Officers

The President shall be the Chief Executive Officer of the Society, and the President-Elect shall be the second-ranking Executive Officer of the Society.
The President shall take the chair of any meeting of the Council or any General Meeting of the Society at which he is present. He may call a meeting of the Council or a General Meeting of the Society without any other authority. He shall advise the Secretary concerning any correspondence or other business conducted on behalf of the Society.
The President-Elect shall assist the President in all duties, and shall substitute for the President when needed. The President--Elect shall prepare Minutes for meetings in the absence of the secretary.
The Secretary shall prepare agenda and keep records on behalf of the Society, including Minutes of all proceedings of the Society, a register of members, and records of all correspondences.
The Treasurer shall supervise all aspects of the Society's finance. He shall plan and implement the annual budget, and keep on behalf of the Society all moneys, books of accounts and all necessary financial records.
The signature of the Treasurer or the President alone shall suffice to authorize disbursements of the funds of the Society.

Council

There shall be a Council, consisting of the President, the President-Elect, the Secretary, the Treasurer and two Members recommended by these Officers and appointed by the President. The Council may do all such things as are necessary and legally permissible in furtherance of the objectives of the Society and which are in accord with policies deterred from time to time by resolutions of the Society. Specifically, the Council may appoint bankers, solicitors, accountants, agents, servants etc. for the Society, and may rescind such appointments.
Council shall have power to co-opt Members, and to appoint deputies in place of any or all elected Officers during periods when they are absent from Hong Kong or are otherwise incapacitated. Such co-options and appointments shall be for periods not exceeding 10 months at any one time, and it shall not be permissible to increase the number of Members of the Council beyond a total of 8 Members at any time, such number being so counted as to exclude those for whom deputies have been appointed, but including the said deputies themselves.
The Society is empowered to affiliate with other organizations. Proposals for affiliation shall be initiated by a Member of Council and approved by Council or may be initiated by a petition to Council from 10 General Members of the Society. To become effective, such proposals must be approved by a majority of General Members voting in a postal ballot.
The Society is empowered to affiliate with other organizations. Proposals for affiliation shall be initiated by a Member of Council and approved by Council or may be initiated by a petition to Council from 10 General Members of the Society. To become effective, such proposals must be approved by a majority of General Members voting in a postal ballot.
All or any part of the funds of the Society may be applied for in order to further the objectives for which the Society is established. Any moneys belonging to the Society and not required immediately for the objectives of the Society may be invested, and such investments may be liquidated, on the authority of the Council.

Meetings

Unless and until otherwise decided by the Council, the registered office of the Society shall be at the Hematology Section, Department of Pathology, University of Hong Kong, Room LG212A, Block K, Queen Mary Hospital, Pokfulam Road, Hong Kong.
In giving notice of a meeting or concerning any other business of the Society, it shall be considered sufficient that the notice is sent in the ordinary mail to the last known address of a Member, as listed in the register. The accidental omission to give notice to a Member shall not invalidate consequent business of the meeting or of the Society.
Any Member may consult the register to determine whether his address is recorded correctly.
The Society may hold scientific meetings at intervals decided by Council. A General Meeting shall be held at the end and beginning of a term of office. The Society may sponsor symposia, workshops, seminars, tutorials or other such events to satisfy other needs of the members.
The President of the Society shall take the chair at all meetings of the Society or of the Council at which he is present. In the absence of the President and President-Elect, the Council Members present may elect a Chairman amongst themselves.
At General Meetings of the Society or meetings of the Council, votes shall be taken by a show of hands, the Chairman of the meeting having an initial and also a casting vote. General Members may vote by proxy provided that the President or Secretary has notification of this in writing prior to commencement of the General Meeting. Resolutions are deemed to be passed by a simple majority of votes cast, unless the contrary is specified in this Constitution. A declaration by the Chairman of the meeting, and a record to that effect in the Minutes of the meeting, shall be conclusive evidence that a resolution has been carried or lost, and by what majority, or number, or proportion of votes cast where this is required for validity.
A meeting of the Council may be called by the President at any time or as specified elsewhere. The President shall proceed to call a meeting within 14 days if required to do so by any two Members of the Council.
A General Meeting of the Society may be called by the President at any time as specified elsewhere. The President shall proceed to call a General Meeting within 14 days if required to do so by any 8 Members of the Society.
For any General Meeting of the Society, at least 7 days notice shall be given, counting from the date of mailing the notices. For any General Meeting of the Society, at least 7 days notice shall be given of the business to be conducted, counting from the date of mailing the notices.
It shall be permissible for any resolution of the Society to be taken by postal ballot, save that if within 7 days of mailing the notices of such a postal ballot objections are made, by writing to the Secretary, by any 8 Members, the results of such postal ballot shall be void and a General Meeting shall be called. Provided that if a postal ballot is taken upon a resolution which has been discussed at General Meeting held within the previous 14 days, this power of objection shall not exist. It shall be permissible for any resolution of the Council to be taken by postal ballot.
Failing action by the President as required under rules 7 and 8 above, any 8 Members may require the Secretary to proceed to call a General Meeting of the Society within 14 days and to provide them with a copy of the addresses of all Members of the Society. Failing such action by the Secretary to call a General Meeting as herein required, the aforesaid 8 Members may then proceed to call a General Meeting of the Society without any other authority.
The quorum for any General Meeting of the Society shall be 8 Members. The quorum for any meeting of the Council shall be 3 Council Members. If the quorum is not obtained within 30 minutes of the notified time of commencement of any meeting, the meeting, if called at the request of members, shall be dissolved. In any other case it shall be adjourned to such other time and place as the Council shall decide.
The Chairman of any meeting may, and shall if so directed by the meeting, adjourn any 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 any adjourned meeting.

Subscription

The annual subscription shall be of such amount as is determined from time to time by a resolution of the council.
The annual subscription shall be paid on registration and thereafter on 1st January each year.

Termination of Membership

A Member who fails to pay dues shall be given a written notice by the Treasurer at least one month before the membership is suspended.
Any member may resign from the society at any time by sending a letter to that effect to the Secretary, but he shall not be entitled to any refund of subscriptions paid.
Any Member whose subscription is not paid by June 1st in any year will cease forthwith to be a member, provided always that in such a case the Council may in its discretion reinstate membership upon payment of all subscription and other moneys owed to the Society by the defaulting Member.
A motion to terminate the membership of any Member may be discussed at a General Meeting, but may be voted upon only by means of a postal ballot. To terminate membership it shall suffice that two thirds of the votes cast is in favour of termination, provided always that the votes cast in favour of termination amount to at least one third of the total number of Members of the Society.
The Council may in its discretion suspend any Member from participation in any or all of the activities of the Society, except that the Member concerned shall retain the right to vote in a postal ballot. Such suspension must be discussed at the next General Meeting of the Society, failing which such suspension shall be void. It shall be permissible to determine the question of terminating the membership of the Member concerned in such a case by means of a postal ballot without necessarily convening a General Meeting.
Any Member shall, upon ceasing to be a Member of the Society, forfeit all rights to claim upon the Society, its property or funds.
Member shall not by reason of his membership be under any financial liability except for payment of his subscription to the Society.

Amendments to the Constitution

Any amendment to this Constitution may made by a resolution of the Society, but for the resolution to be carried it shall be required that at least two thirds of the votes cast shall be in favour, provide always that if the votes cast in favour are less than one third of the total number of Members of the Society it shall be required to put the question to a postal ballot. In this case also, for the resolution to be carried it shall be required that two thirds of the votes cast are in favour of the motion, but if the votes cast in favour are less than one third of the total number of Members of the Society the resolution shall be deemed to have failed.

Dissolution

The Society may be dissolved and wound up by a resolution of the Society, but for the resolution to be carried it shall be required that at least three fourths of the votes cast shall be in favour of dissolution. Upon the winding up of the Society any assets remaining, after payment of the debts and liabilities of the Society shall be distributed to charitable organizations in Hong Kong as determined by the Council.

Transitional Provisions

Provisions elsewhere in this Constitution notwithstanding, the Officers at the commencement of the Society shall consist of the persons listed below who shall hold office until the end of that year unless and until they resign or are removed from office as provided for elsewhere in this Constitution. At the commencement of the Society the subscription paid shall cover the remainder of 1994 and the whole of 1995. During the transition period, ending 31st December 1994, sponsorship by 2 General Members is not a prerequisite for membership of the Society.