Constitution

Approved by Referendum on December 4, 1989 and effective as from the said date, with amendments up to April 2011.

SECTION ONE: GENERAL PROVISIONS

ARTICLE ONE : NAME

The name of the Association shall be “The Teachers’ Association of the Chinese University of Hong Kong” (香港中文大學教師協會), hereinafter referred to as “the Association”.

ARTICLE TWO : ADDRESS

The registered office and postal address of the Association shall be Rm 313, John Fulton Center, The Chinese University of Hong Kong, Shatin, New Territories, Hong Kong, hereinafter referred to as “the University” or such other place as may be decided upon by the Council.

ARTICLE THREE : OBJECTS

The objects of the Association shall be

To safeguard and to promote the professional interests and welfare of its members;
To represent its members in voicing their common views on the affairs of the University and in working for the progress of the University;
To regulate relations and to settle disputes between members and the University, between one member and another, and between members and other employees by amicable and conciliatory means;
To unite its members with the view to promoting understanding among members of the University;
To carry out all lawful activities as are incidental or conducive to the attainment of any or all of the above objects.

ARTICLE FOUR : ADMINISTRATIVE PERIOD AND FINANICAL YEAR

The administrative period of the Association shall be from November 1 to October 30 the following year. The financial year of the Association shall commence on September 1 each year and terminate on August 31 of the following year.

SECTION TWO : MEMBERSHIP

ARTICLE FIVE : QUALIFICATIONS

All teachers currently holding regular appointments at the University shall be eligible for voting membership;
The Association shall provide on non-voting membership.

ARTICLE SIX : ADMISSION AND CESSATION

Any person willing to abide by the Constitution of the Association and meeting the conditions stipulated in Article Five, may, subject to the approval of the Council, be admitted as a voting member, upon completing an application form for admission and paying the annual membership fee.
When a member leaves the service of the University, his membership shall cease on the day when his employment with the University terminates.

ARTICLE SEVEN : RIGHTS

Ordinary voting members shall enjoy the right to attend and vote at the General Meeting to elect, and to stand for election. They are entitled to take part in all activities organized by the Association and to partake of all the benefits therefore;
Upon his application in writing, any member will be allowed to inspect the account books, the register of members and the registered constitution of the Association. Applications must be made in advance to the Secretary or Controller, who will be allowed reasonable time to make the necessary documents available for such inspection.

ARTICLE EIGHT : OBLIAGTIONS

To comply with the Constitution and with the resolution of General Meetings;
To pay up the annual membership fee of HK$100.00, which shall become due and payable in October each year and is not refundable, by signing an authorization form to authorize the Bursar of the University to deduct the amount from his salary, and credit it to the accounts of the Association. If a member is in arrears of annual membership fee or any levies for 3 months, he shall cease to be a member of the Association;
Any member breaking the rules of the Association or in defiance of the resolutions of the General Meeting or of the Council (see Article TWENTY b). Any member or officer so expelled shall have the right to appeal to the General Meeting;
Any member or officer who is not satisfied with the business of the Association, may lodge his complaint with the Council in writing. The Council shall not turn down such complaint in any circumstances prior to a decision is made and shall summon the complaint to make an account of the matter. The Council shall be required to give a reply in writing when it considers that such complaint is not acceptable. The member or officer may appeal to the General Meeting if he considers that the Council has no ground to turn down his complaint.

SECTION THREE : GENERAL MEETINGS

ARTICLE NINE

The General Meeting shall be constituted by the whole body of voting members and shall be vested with the highest authority in the Association.

ARTICLE TEN

The General Meeting shall be called by the President of the Association who shall also serve as the Chairman of the Meeting.

ARTICLE ELEVEN

Ten days’ notice of a General Meeting shall be given by the Secretary of the Executive Committee to all members with the agenda thereof, and no business not on such agenda shall be discussed if the Chairman of the Meeting or more than five voting members present object.

ARTICLE TWELVE

At least one General Meeting shall be held in a calendar year and the Annual General Meeting shall be held in November of each year. The President of the Council shall be empowered in case of necessity to convene an Extraordinary General Meeting by giving three working days’ notice with the agenda thereof.

ARTICLE THRITEEN

Upon the written request of more than twenty voting members, an Extraordinary General Meeting shall be convened by the President, its business being confined to the specific business for which the meeting is requested.

ARTICLE FOURTEEN

The quorum for a General Meeting shall be one-tenth of the total number of voting members. Motions shall be carried on the basis of a majority vote by the voting members present, except on those matters as prescribed in b) and c) of the Article. If there are not sufficient voting members to constitute a quorum, the President shall convene a General Meeting within ten days. The Secretary shall send the notice for calling the adjourned meeting and the agenda to each voting member at least five working days prior to the meeting. At that meeting, a quorum shall be formed by whatever number of voting members present. With the exception of those matters regarding the change in the name of the Association, dissolution or federation or amalgamation with another association and any other matters for which requisite votes are prescribed by the Trade Unions Ordinance or by the Constitution of the Association, all decisions of the adjourned meeting shall be valid if they are made by a majority of votes of all voting members present at the meeting. These decisions shall be binding on all members. However, the notice for the adjourned meeting shall specify in detail the provision of this article for the reference of all members. In case the meeting is convened at the request of voting members under Article 13 and the number of voting members present within one hour from the time appointed for the General Meeting is insufficient to constitute a quorum, the meeting shall be called off and no adjournment shall be made.
Resolution regarding the change of name of the Association, its dissolution of federation or amalgamation with another association shall be taken by secret ballot and shall require such a number of votes of the voting members as prescribed in the Trade Unions Ordinance or in the Constitution of the Association.
On issues of trade disputes with the University or the Government, motions shall be carried on the basis of a two-thirds majority vote by the voting members present at the General Meeting.

ARTICLE FIFTEEN

The General Meeting shall be empowered:

To make, alter, amend or rescind the Constitution;
To ratify the results of the election of the members of the Council;
To ratify the result of the election of the President as prescribed in Article SEVENTEEN a), and to ratify the results of the election of the Chairman, the Secretary, the Controller and the Chief Editor of the Executive Committee as prescribed in Article TWENTY FOUR;
To elect other members of the Executive Committee by secret ballot;
To inspect the Council’s general report and to approve its financial report/statement;
To determine the policies of the Association;
To discuss and pass resolutions on other related matters; and
To appoint or re-appoint an auditor or auditors for the Association.

SECTION FOUR : THE COUNCIL

ARTICLE SIXTEEN

The Council of the Association (hereinafter referred to as “the Council”) shall consist of a number of Council members elected by secret ballot and from among the voting members and shall hold the highest authority in decision-making and overseeing the affairs of the Association during the intervals between General Meeting.

ARTICLE SEVENTEEN

The President of the Council shall be elected by and from among the Council members by secret ballot at the Council’s first meeting following the election. The President or, in his absence, an Acting President designated by his from among the Council members, shall represent the Association in all its external relations, shall preside at General Meeting as well as Council meetings, and shall have the right to attend Executive Committee meetings.
The Chairman of the Executive Committee shall be empowered by the Council to organize the Executive Committee whose function shall be to implement the policies of Council. (See Section Five for details regarding the organization of the Executive Committee.)
The Council shall consist of twenty-four Council members, subject to Article THIRTY THREE.

ARTICLE EIGHTEEN : TERM OF OFFICE

A Council member shall have a term of office of two years, and shall be eligible for re-election.
The President of the Council shall have a one-year term of office and shall not serve for more than four consecutive terms.

ARTICLE NINETEEN : MEETINGS

Council Meetings shall be convened and chaired by the President. Those members of the Executive Committee who are not Council members shall be entitled to attend such meetings and any other members may also attend as observers at the invitation of the Council.
The Council shall meet at least once within three months.
Seven days’ notice of a meeting of the Council shall be given by the Secretary to all Council members with the agenda thereof. The President shall be empowered in case of necessity to convene an Emergency Council Meeting by giving one working day’s notice with the agenda thereof.
The President shall convene an extraordinary meeting of the Council within seven days at the written request of more than five Council members.
The quorum for a meeting of the Council shall be half of Council members. A motion shall be adopted if more than half of the votes of Council members present are favourable. A motion not concerned with procedure may be considered as important by the majority if the Council members present; an important motion shall be adopted only if no less than two-thirds of the vote are favourable.

ARTICLE TWENTY : POWERS

During the intervals between General Meetings, the Council shall have the authority to deal with the following matters:

To determine the eligibility of applicants for membership;
To give a warning to, or discipline or expel from the Association any member of officer who is proved to its satisfaction to have been guilty of conduct prejudicial to the interests of the Association. Any member or officer warned, disciplined or expelled may appeal to the General Meeting;
To hold all election and referenda;
To appoint advisers and to deal with all appointments and dismissals of officers;
To promote the professional interests and welfare of the Association’s members, to voice their common views on the affairs of the University, and to foster understanding and cooperation among the members of the University; to carry out all lawful activities as are incidental or conducive to the attainment of any or all of the above objects; and
To make the policies of the Association and to oversee the work of the Executive Committee.

ARTICLE TWENTY-ONE : SANCTIONS

The President shall resign his office as President if over two-thirds of all the Council members present show their lack of confident in him in a formal vote of disapproval by secret ballot proposed by any five Council members at a meeting of the Council, but he shall retain his office as a Council member.
The Chairman of the Executive Committee shall resign his office as Chairman if over two-thirds of all the Council members present show their lack of confident in him in a formal vote of disapproval by secret ballot proposed by any five Council members at a meeting of the Council, but he shall retain his office as a Council member.
The Council shall be empowered to dismiss any council member who without adequate cause has failed to attend three Council meetings consecutively.

ARTICLE TWENTY-TWO : VACANCIES AND DISSOLUTION

In the event of the President’s dismissal or voluntary resignation from office, the Council shall, at the same meeting where such a case arises, elect by secret ballot a new President whose term of office shall extend to the end of the selfsame administrative period.
Should a Council member resign from office, withdraw from membership or take leave for over six months, the Council shall be empowered to replace him by appointing from among the list of nominees the candidate who had received the next highest number of votes at the previous election. Such an appointee shall serve for the same term as the Council member whom he has replaced. If the Council member vacating office is concurrently an office holder, the vacant office shall be filled from among the Council members by secret ballot.
Should the number of vacancies at any time exceed half of the total number of Council members, the Council shall automatically be dissolved. The President shall then appoint an election committee to organize another general election. The newly-elected Council members shall serve until the end of the selfsame administrative period.

SECTION FIVE : EXECUTIVE COMMITTEE

ARTICLE TWENTY-THREE

The Executive Committee shall be responsible to the Council and shall implement the Council’s policies.

ARTICLE TWENTY-FOUR

The Chairman, the Secretary, the Controller and the Chief Editor of the Executive Committee shall be elected by secret ballot by and from among the Council members at its first meeting following the annual election, and the Chairman shall be directly responsible to the Council. The Chairman shall have a one-year term of office and shall not serve for more than two consecutive terms. The Executive Committee shall consist of from four to seven members including a Chairman, a Secretary, a Controller and a Chief Editor. Other Executive members shall be elected from among the voting members of the Association by secret ballot at the Annual General Meeting following the election of the Council. They all shall be directly responsible to the Chairman. They shall serve for a term of one year.

ARTICLE TWENTY-FIVE

In the event of the Chairman’s dismissal or voluntary resignation from office, the Council shall, at the same meeting where such a case arises, elect by secret ballot a new Chairman from among the Council members. The new Chairman shall serve until the end of the selfsame administrative period.
If any Executive Committee member resigns from office, the Council shall appoint a Council member replace him, who shall serve until the end of the selfsame administrative period.

ARTICLE TWENTY-SIX

The Chairman or, in his absence, an Acting Chairman designated by him from among the Executive Committee members, shall preside at all meetings of the Committee, and shall direct the committee in its task of implementing the policies and decisions of the Council.
The Secretary shall be responsible for keeping the official common seal, register of members, and records of the Association; for sending notices and agenda, and keeping the records of all Executive Committee, Council, and General Meetings; for the administration of elections and referenda under the supervision of the President and of the responsible committees set up by the Council; and for the preparation of other documents of the Association.
The Controller shall be responsible for the safekeeping and proper use of the Association’s funds and for managing all financial affairs as directed by the Chairman; and to report the financial affairs to each Council meeting and to, as soon after the close of each financial year as possible, prepare an Annual Statement of Accounts to be audited by the auditor(s) for presentation to the Annual General Meeting; and to forward the audited Annual Statement of Accounts to the Registrar of Trade Unions within three months after the closing of the financial year. He/She shall not keep cash in excess of HK$500.00 and shall deposit all other sums of money in a bank account opened in the name of the Association. He/She shall, in conjunction with the President, Chairman or the Secretary, sign cheques or cash withdrawal forms on behalf of the Association.
The Chief Editor of the Association Newsletter (hereinafter referred to as “CUTA Newsletter”) shall be responsible for organizing the Editorial Committee, and for publishing “CUTA Newsletter” under the supervision of the President.

ARTICLE TWENTY-SEVEN : MEETINGS

Executive Committee meetings shall be convened by the Chairman. The President, or his designated representative, shall have the right to attend such meetings as an observer.
The Committee shall meet no less than once every two months, and the Chairman shall call an extraordinary meeting within seven days at the written request of the President.
The quorum for Committee meetings shall be two-thirds of the membership of the Committee. A motion is adopted if favoured by the majority of the members present.
Within two weeks of every Committee meeting, the Chairman shall submit to the President a progress report together with the minutes of each meeting.

SECTION SIX : CUTA NEWSLETTER EDITORIAL COMMITTEE

ARTICLE TWENTY-EIGHT

“CUTA Newsletter” shall be the official organ of the Association and also a medium for voicing the opinions of its members, and shall be published by the CUTA Newsletter Editorial Committee.

ARTICLE TWENTY-NINE

The Editorial Committee shall consist of:

A Chief Editor (Chairman);
one or two Chinese Editors;
one or two English Editors; and
the Chairman of the Executive Committee. The Editors shall be nominated by the Chief Editor and approved by the council.

ARTICLE THIRTY

The Editorial Committee shall serve for a term of one year. The Committee shall dissolved and the Chief Editor shall resign his office as the Chief Editor if more than two-thirds of the whole Council, by secret ballot, vote in favour of a motion calling for his resignation proposed by any five Council members at a Council meeting, but he shall retain his office as a Council member.

SECTION SEVEN : SERVICE ON UNIVERSITY COMMITTEES

ARTICLE THRITY-ONE

Except as official representatives of the Association duly appointed by a General Meeting or by the Council, neither the President, the Chairman, the Secretary, the Controller nor the Chief Editor of “CUTA Newsletter” shall serve on any University committees on the substantiation, promotion, retirement, and dismissal of academic staff.

ARTICLE THIRTY-TWO

Within the restrictions of Article Thirty-One, any member of the Council or the Executive Committee or Editorial Committee or any member of the Association shall be free to serve on any University committees in a purely private capacity, the Association being in no way responsible for the views expressed or the votes cast by such members.

SECTION EIGHT : ELECTIONS OF THE COUNCIL

ARTICLE THIRTY-THREE : DIVISIONS AND QUOTAS

Members of the Association shall be grouped according to their professional specialization into the following Eight Divisions : Arts, Business Administration, Education, Engineering, Medicine, Science, Social Science, and “Others”. During the election of the Council, at least a quota of one seat in the Council will be offered to each Division. But if there is no candidates elected from a Division, the quota for the Division would be deemed surrendered and released for competition among the remaining candidates, the number of Divisions without elected candidates should not be more than four, otherwise, re-election of candidates of Divisions is required.

ARTICLE THIRTY-FOUR : NOMINATIONS

One month before the Annual General Meeting, the Council shall hold a meeting to nominate no less than two and no more than eight persons from each Division as candidates for the election of the succeeding Council. Other nomination is proposed and seconded by more than three voting members and submitted to the secretary in writing before the announced deadline expires.

ARTICLE THIRTY-FIVE : VOTING

Voting shall be by postal secret ballot and at least five working days shall be allowed for voting.

ARTICLE THIRTY-SIX : COUNTING

Before each election, a committee consisting of four persons shall be appointed by the Council and shall be responsible for supervising the election and counting the ballots on the day after the deadline for returning the ballots. The Divisional votes as prescribed in Article THIRTY-THREE shall be counted first and the candidate receiving the highest votes in each Division shall automatically be elected to the Council. The general ballot shall then be counted and the remaining candidates receiving the highest number of votes shall be elected. The results of the ballot shall be ratified in the Annual General Meeting.

ARTICLE THIRTY-SEVEN

Within one week after the election, the President shall call a meeting of the whole Council at which the President, the Chairman, the Secretary, the Controller, and the Chief Editor of the next administrative period shall be elected by secret ballot from among the Council members. Other members of the Executive Committee shall be elected in the Annual General Meeting following the election (as prescribed in Article TWENTY-FOUR).

SECTION NINE : REFERENDA

ARTICLE THIRTY-EIGHT

On issues considered to be of prime importance by the Council, or on issues concerning which the Constitution requires it, a referendum shall be held among all voting members of the Association.

ARTICLE THIRTY-NINE

The Council shall administer the referendum, and shall ensure that members have at least five working days to vote on the issues, and that fair representation is given to different views within the Association on the subject at issue.

ARTICLE FORTY

Unless the Constitution rules otherwise, the motion raised in a referendum shall be adopted only if over half of the votes cast are favourable, provided that such a number of favourable votes is not less than one quarter of the full number of voting members.

SECTION TEN : FINANCE

ARTICLE FORTY-ONE

The Association shall levy an annual membership fee as specified in Article EIGHT. The Association shall also be empowered, if the need arises, to levy special subscriptions from its members with the approval of the General Meeting.

ARTICLE FORTY-TWO

The Council shall be empowered to receive voluntary contributions and advance payments of annual membership fee from members.

ARTICLE FORTY-THREE

The Council may make loans of money in behalf of the Association, but the amount of such loans and the manner in which they are made must first be approved by a referendum. No member may make loans on behalf of the Association or by any means cause the Association to incur debt.

ARTICLE FORTY-FOUR

The Council shall make all financial policies of the Association and shall ensure that they are carried out, and shall protect its funds against extravagance or misappropriation, and shall give instructions as to the investment of funds of the Association, which are not for current expenses.

ARTICLE FORTY-FIVE

The Executive Committee shall present an annual budget to the Council for approval at the beginning of office, and shall submit a report on the financial situation of the Association at every regular Council meeting. At the close of its financial year, the Executive Committee shall present an Annual Statement of Accounts to the Council for inspection. The General Meeting shall appoint one or more suitable persons, who need not be members of the Association, to act as auditor and the President shall subsequently present the audited and approved Annual Statement of Accounts to the Annual General Meeting. No member of the Council shall be an auditor.
An auditor or auditors shall serve for a term of one year and be eligible for re-appointment.
In the event of an auditor or auditors vacating his or their office between two General Meetings, the Council shall have the power to appoint a suitable person to fill the vacancy. The appointment will be referred to the next General Meeting for covering approval.
The auditor shall audit all the accounts of the Association as soon after the close of each financial year as possible and at other times when necessary. All books and accounts of the Association will be examined and a certificate as to their correctness or otherwise be given by the auditor. A report by the auditor will be made to the members at the Annual General Meeting.
A copy of any auditor’s report shall be conspicuously placed at the office of the Association for perusal by any members.

ARTICLE FORTY-SIX

Members of the Association, either as individuals or in their official capacities, shall not be responsible for any debt or liability incurred in contravention of the Constitution by any officer(s) of the Association. Otherwise any debt or liability of the Association shall be the joint responsibility of all those who are voting members of the Association at the time such debt or liability is incurred.

ARTICLE FORTY-SEVEN

The Fund may be used with the authority of the Council only for the following purposes: -

The payment to staff of the Association of salaries, and allowances and expenses in dealing with the affairs of the Association;
The payment of expenses for the administration of the Association, including audit of the accounts of the funds of the Association;
The prosecution or defense of any legal proceeding to which the Association or any member is a party when such prosecution or defense is undertaken for the purpose of securing or protecting any rights of the Association as such or any rights arising out of the relating of any members with the University;
The conduct of trade disputes on behalf of the Association or any members;
The compensation of members for loss arising out of trade disputes;
The payment of subscriptions, fees, contributions or donations to registered trade unions or other lawful associations or combinations established within Hong Kong;
The payment of fines imposed on the Association for any offense of which it is convicted under the Trade Unions Ordinance or any other ordinances; and
The payment for any other lawful purposes approved at the General Meeting.

SECTION ELEVEN : TRADE DISPUTES

ARTICLE FORTY-EIGHT

When a trade dispute arises, members concerned shall inform the President who shall in turn immediately report the same to the Council for consideration. In no case shall a stoppage of work take place or be threatened to take place without the sanction of the General Meeting.
Should members of the Association desire collective actions to be taken in the name of the Association for better conditions of employment, they should inform the President who shall report the same to the Council. The Council shall then call for a General Meeting or Extraordinary General Meeting and shall make proposals to the General Meeting or Extraordinary General Meeting on what action to be taken as prescribed by Article FOURTEEN c).

SECTION TWELVE : COMMON SEAL AND CONTRACT

ARTICLE FORTY-NINE

The Association shall have a common seal which shall be in the safe custody of the Secretary, and it shall only be used by the authority delegated by the Council.
Any contract or instrument made by the Council on behalf of the Association to which the common seal of the association is affixed, shall be signed by an officer or voting member of the Association appointed by the Council for the purpose and countersigned by the President together with the Controller or the Secretary.

SECTION THIRTEEN : INTERPRETATION AND AMENDMENT OF THE CONSTITUTION

ARTICLE FIFTY

The Council shall be the final authority for the interpretation of the Constitution during the interval between General Meetings.
Amendment of this Constitution shall only be made in the following manner. The motion for amendment(s) must be proposed either by the Council, or by over thirty voting members to the President in writing, and a General Meeting shall be called for a debate on the motion. If re motion Is adopted by the General Meeting, a referendum shall be held in which the motion must receive the support of over two-thirds of the votes cast before it is finally adopted provided that no rules providing for any matters specified in the Second Schedule to the Trade Unions Ordinance may be rescinded. The entire process of amendment shall be concluded within a period of three months.

SECTION FOURTEEN : DEFINITIONS

ARTICLE FIFTY-ONE

In the Constitution, unless otherwise required: “General Meeting” included Annual General Meeting or Extraordinary General Meeting; “voting member” means any member of the Association entitled to the rights defined under Article SEVEN of the Constitution; “trade disputes” means disputes as defined in the Trade Union Ordinance of the Laws of Hong Kong; and “officer” means any member of officer-holder of the Council or Executive Committee.
In the Constitution, unless inconsistent with the context, all words purporting the male gender shall include the female gender and vice versa, and all words purporting the plural number shall include the singular number and vice versa.

SECTION FIFTEEN : DISSOLUTION

ARTICLE FIFTY-TWO

The Association shall not be dissolved except under the following circumstances. The motion for dissolution must be proposed by more than five Council members to the President in writing; it must have the support of more than two-thirds of the Council members present at a Council meeting; it must then have the support of over three-fourths of the votes cast in a referendum before it is finally adopted.

ARTICLE FIFTY-THREE

In the case of dissolution all the funds and property of the Association shall be made over to a society or societies of similar nature, or applied to charitable purposes, as the Council may determine.

The Teachers' Association of the Chinese University of Hong Kong