The Arab Chamber of Commerce & Industry

中文 |اللغة العربية

Memorandum of Association

The name of the Society is: The Arab Chamber of Commerce & Industry

The registered office of the Society is situated in the Central District of the Hong Kong SAR.

The objects for which the Society is established are:

To inform, promote, represent and safeguard the interests of the trade, business, commerce, agriculture, industries, manufactures and cultural public welfare in the Arab World and Hong Kong/Greater China, adopting such means of making known the trade, business, commerce, agriculture, industries, manufactures and cultural public welfare between the Arab World and Hong Kong/Greater China by all means as may seem expedient and in particular through advertising in the Arab World and Hong Kong/Greater China or elsewhere, by services, events, exhibitions and through publication of books and periodicals, circulars or otherwise.

To consider, discuss, promote, support, or oppose and take action on issues directly or indirectly relating to or affecting such trade, business, commerce, agriculture, industries and manufactures or cultural public welfare and to collect and disseminate statistical and other information concerning the same and to promote, approve or oppose legislation and other measures affecting trade, business, commerce, agriculture, industries, manufactures and cultural public welfare of the members of the Companies in the Arab World and Hong Kong/Greater China aforesaid.

To retain or employ professional or skilled persons in connection with the objects of the Society and such clerical and working assistants as may be objects of the Society and such clerical and working assistants as may be found necessary and to pay for these purposes such fees or remuneration as may be thought expedient.

To purchase, take on lease, or in exchange, hire or otherwise acquire in the Arab World and Hong Kong/Greater China aforesaid any real or personal property and any right or privileges necessary or convenient for the purpose of the Society.

To invest and deal with the moneys which the Society may not immediately require upon such securities and in such investments as may be from time to time determined.

To borrow any money that may be required by the Society upon such terms as may be deemed advisable, and to sell, improve, manage, develop, lease, mortgage, dispose of, turn to account, or otherwise deal with all or any part of the property of the Society for such consideration as the Society may think fit.

To collect, arrange, index and publish information as to materials, patents, processes, machines, appliances and tools likely to be useful to members of the Society, and to establish and maintain a Bureau of Information for the benefit of the Members of the Society.

To establish, promote, co-operate with, receive into union or become a member of, act as, or appoint trustees, agents or delegates for control, manage, superintend, afford financial assistance to, or otherwise assist the scientific and industrial research work of Society’s and institutions and other registered bodies, whose objects are similar to those of the Society and which prohibit by their constitutions the distributing of their income and property amongst their members to an extent at least as great as is imposed on this Society by Clause 4 hereof and to assist such bodies in obtaining any necessary extensions of power for the promotion of these objects.

To undertake and execute any trusts which may be conducive to any of the objects of the Society.

To raise money by assessments levied on the Members of the Society in accordance with the Articles of Association in force for time being.

To apply for and accept grants of money, gifts of property real and personal or other assistance from Government Authorities, Chambers of Commerce, Companies or other Institutions of Associations or from private individuals.

To establish and support aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculates to benefit employees or ex-employees of the Society, or dependents and connections of such persons, to grant pensions and allowances to and to make payments towards the insurance of such persons.

To elect as Honorary Members any persons distinguished in statesmanship, diplomacy, commerce or finance and whose co-operation and assistance has advanced or may be thought likely to advance the objects of the Society.

To pay all expenses, preliminary or incidental to the formation of the Society and its registration.

To make by-laws, rules and regulations as may from time to time be necessary for carrying out the above objects and for the proper administration of the objects of the Society.

To act as Facilitators, Mediators and, Arbitrators or set up mechanisms for such in commercial disputes or other.

To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them. Provided that the Society shall not support with its funds any objects or endeavor to impose on or procure to be observed by its Members or others any regulations, restriction or condition which if any object of the Society would make it a Trade Union.

The income and property of the Society, whosoever derived, shall be applied solely towards the promotion of the objects of the Society as set forth in this Memorandum of Society: and no portion therefore shall be paid or transferred directly or indirectly, by way of dividend bonus or otherwise howsoever by way of profit to the Members of the Society. Provided that nothing here shall prevent, in good faith, of reasonable and proper remuneration to any officer or servant of the Society or to any Member or Director of the Society in return for any services actually rendered to the Society, nor prevent the payment of interest at a rate not exceeding the then current maximum lending rate of the Commercial Banks operating in Hong Kong/Greater China on money lent on reasonable and proper rent for premises demised or let by any Member or Director to the Society.

No addition, alteration or amendment shall be made to or in the regulations contained in the Articles of Association for the being in force, unless the same shall have been previously submitted and approved by the Society in the General Meeting.

The liability of the Members is limited.

Every subscribing Member of the Society undertakes to contribute to the assets of the Society in the event of the same wound up during the time that he is a Member, or within one year afterwards, for payment of the debts and liabilities of the Society contracted before the time at which he ceases to be a Member, and of the costs, charges, and expenses of winding up of the same, and for the adjustment of the rights of the contributors amongst themselves such amount as may be required not exceeding One Dollar.

If upon the winding up or dissolution of the Society there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Society, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property among its or their Members to an extent at lease as great as is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Council of the Society at or before the time of dissolution or in default thereof by such Judge of the Upper Court as may have or acquire jurisdiction in the matter and if so far as effect cannot be given to the aforesaid provision then to some charitable object.

The Society may apply to the Administrator of the Hong Kong SAR pursuant to Chapter 151 of the Societies Ordinance of licenses under his/her hand and the Public Seal of the Hong Kong SAR allowing registration with limited liability without addition to the word Limited and such their rights and privileges as therein provided and such license if granted will be endorsed upon this Memorandum of Association.

Articles of Association

PRELIMINARY

I these regulations:

“The Law” means the Societies Ordinance (Chapter 151); where any provision of the Law is referred to, the reference is to that provision s modified by any Law for the time being in force; unless the context otherwise requires, expressions defined in the law or any statutory modification thereof in force at the date at which these regulations become binding on the Association, shall have the meanings so defined.

“The Society” means the Arab Chamber of Commerce & Industry.

“The Council” means the Board of Directors, who shall manage the affairs of the Society.

“The Governors” means the Board of Governors, a voluntary, honorary non-executive panel of Arab League States head(s) of diplomatic missions or Specialized Agencies present under Official Relationship Agreements with the Hong Kong SAR. The role of which is to attend, advise and provide opinion on economic policies and professional issues.

The management of the affairs of the Society shall be vested in a Council which shall be nominated and elected in such a manner as may be hereinafter prescribed.

MEMBERSHIP

The subscribers to the Memorandum of Association shall be the first members of the Society.

Any persons, firms, associations or corporations of good standing interested in the purposes of the Society shall be eligible to apply for membership. Those eligible may be elected at any meeting of the Council and shall pay membership and entrance fees prescribed by the Council.

Voting at General Meetings shall be limited to those members licensed to operate a trade or business in Hong Kong with at least one full-time Director General or employee resident in Hong Kong. Members not entitled to vote may be called Associate Members all references in these Articles to voting procedures shall be read as applying only to members entitled to vote as per this present article.

Any member which is a firm, association or corporation shall designate an individual to represent such member and to attend and vote at any meeting of the Society on behalf of such member, and may also appoint an alternate representative to attend and vote in the absence of the first appointed individual, which such designation shall be subject to the approval of the Council.

Any member, firm, association or corporation shall have the right at any time to change its representative or alternate upon written notice to the Society subject to the approval of the Council.

ELECTION

Each application for membership shall be signed by the applicant and shall state the post office address and in the case of a firm, association or corporation shall state the name of the person who shall represent such member, such designated persons to cast a vote, enjoy the privilege and perform the duties of the member, subject to revocation and change by such firm, association or corporation. Election to membership shall be by an affirmative vote of three-quarters of the councilors present in any meeting of the Council.

The Council by an affirmative vote of all members present at any meeting may invite any person or persons to become members of the Society.

HONORARY MEMBERSHIP

Distinction in public affairs or outstanding service of the Society shall confer eligibility to Honorary Membership, with exemption from the payment of all fees and dues. Honorary Members shall not be eligible to hold office in the Society.

Honorary Members may be elected by the Council. A proposal to confer Honorary Membership may be made in writing to the Council by any member of the Society. If the nominee shall receive an affirmative vote of the Council he shall be declared elected. Three negative votes shall defeat election by the Council. Every election to Honorary Membership shall be announced to the Society at its first meeting thereafter. Any Honorary Membership may be revoked by the Council at any time.

EXPULSION

The Council may in its absolute discretion in order to protect the reputation of the Society’s suspend or expel any member and may suspend or cancel the accreditation of any member’s official representative. Any such suspension or expulsion shall lapse and fail unless confirmed by a General Meeting held at least ten days following the Council’s announcement of the suspension of expulsion.

Failure of a member to pay within two months any moneys owing to the Society shall ipso facto affect suspension of that member. Four months’ suspension under this Article shall be deemed a threat to the reputation of the Society for the purposes of Article 12.

Members under suspension may not vote, and may attend and speak at General Meetings only for the purposes of protesting their suspension. Members’ official representatives under suspension may not attend meetings.

Any member not in arrears for dues and not indebted to the Society may present his/her resignation in writing to the Council, which resignation may be accepted and notice thereof given to said applicant.

Upon death, resignation or dismissal of any member from the Society, his/her membership and all rights acquired under it shall thereupon and thereby be terminated and all the interest in the property of the Society of any person so ceasing to be a member shall revert to and be vested in the Society.

The Council shall manage the affairs of the Society and shall consist of the President, the first and second Vice Presidents, the Treasurer, the Secretary and three other Councilors. The retiring President shall also be a member of the Council from the Annual General Meeting at which he ceases to be President until the following Annual General Meeting. The Retiring Treasurer shall also be a member of Council from the Annual General Meeting at which he ceases to be Treasurer until the next following Annual General Meeting. It shall be the duty of the Council to manage the affairs of the Society, protect its interests and advance the purposes of the Society. The Council shall have the power to transact any and all business and do any and all things, which the Society is entitled to do and which are not by these Articles prescribed to be exercised or done by the Society in the General Meeting. The duties of the Council shall begin immediately following their election by the subscriber(s) to the Memorandum. A member of Council shall be an individual member or representative of a firm, association or corporation, which is a member.

The President shall hold office until his/her successor takes office, pending his/her earlier death or resignation. The first and second Vice Presidents, the Treasurer and the Secretary shall be elected by the president at the Annual General Meeting and shall hold office for a term of two year. The Councilors shall be elected by the members at the Annual General meeting and shall hold office for a term of two years save that at each Annual General Meeting the three Councilors who have been longest in that office could be retired and new Councilors shall be elected in their place. In the case of competition, the Councilor or Councilors to retire shall be determined, in the absence of agreement, by lot.

A Nomination Committee, consisting of a Vice President and two members shall be appointed by the President thirty days prior to the election whose duty shall be to nominate from members or representatives of members of the Society at least one candidate for each vacancy on the Council. The Nomination Committee shall file a list of the nominees recommended with the Secretary no later than fifteen days before the election. Nominations may also be made by any member from the floor, or by filing the name of the nominee with the Secretary no later than fifteen days before the election. The Secretary shall mail to all members of the Society ten days prior to the election a list of nominees whose names have been filed with him/her.

All voting shall be by ballot. Candidates who receive the highest number of votes shall be declared elected. The President shall appoint three members of the Society who are not candidates for election to the Council to have supervision of the election. These members shall have the authority to make rules and regulations not in conflict with these Articles governing the elections, and shall cause to be issued for incorporation in the minutes a certificate showing the results of the election, and bearing their signature.

No Officer or Councilor, other than the Treasurer, may be re-elected to the office he holds at the end of the period of two years, but this shall not debar any such Officer or Councilor from holding any other office or from being re-elected to his/her previous office in some future election.

Any casual vacancy which occurs in the Council at any time shall be filled by an appointment by the President or in his/her absence by one of the Vice Presidents and any person so appointed shall hold office until the next Annual General Meeting.

The President or in his/her absence one of the Vice Presidents may co-opt the services of additional members of the Society for specific purposes and such co-opted members shall have full power as members of the Council whilst co-opted.

The Council may meet together for business at such time and places as it may from time to time fix and may adjourn and otherwise regulate its meetings, as it thinks fit. Five shall be a quorum of Council. A special meeting of the Council may be called at any time by the President or by any three members of the Council provided that when called otherwise than by the President a call shall be issued to every Councilor stating the purpose of the meeting.

The continuing members of the Council may act at all times notwithstanding any vacancy.

The President or one of the Vice Presidents of the Society in his/her absence shall preside as Chairman of every meeting of the Council. If neither the President nor any Vice President shall be present at the time of holding the meeting, the members present shall choose one of their numbers to be Chairman of such meeting.

The seat of elected member of the Council shall be ipso facto vacated:

If he/she resigns in writing;

If he/she becomes bankrupt;

If he/she is removed by Resolution in the General Meeting of the Society;

If he/she is found to be a lunatic or becomes of unsound mind or of such infirm health as in the opinion of the other members or the Council renders him/her incapable of taking effective part in the management of the business of the Society.

The Council shall engage and dismiss such employees and servants as they may consider necessary and shall regulate their duties and fix their salaries, and may if they think fit take such security for the good conduct of any person as they shall deem expedient.

The Council shall have absolute control over all finance, income, funds and property of the Society and shall exercise all such powers of the Society as they shall think fit except as otherwise provided by there Articles.

The Council shall have the power to acquire property and to lease premises for the purpose of carrying out the aims and objects of the Society.

GENERAL MEETING

An Annual General Meeting shall be held in each and every year at such time and place as the Council may from time to time prescribe.

At this meeting the annual reports of Officers shall be presented and the election to fill any vacancies of Officers and Councilors shall take place.

There shall be an ordinary General Meeting of the Society in every other month at such time and place as the Council may determine.

The President or the Council may whenever he/she thinks fit convene a special meeting of the Society and request attendance by “The Governors”.

Upon receipt of a requisition signed by five percent of the members, the Council shall proceed to convene a special meeting of the Society. Due notice shall be given to every member and such notice shall contain a statement of the purpose of the meeting and shall be issued at least two days preceding the meeting. If the Council does not proceed to convene the said meeting within two weeks from the date of requisition the signatories of the requisition may themselves convene such a meeting.

PROCEEDINGS AT GENERAL MEETINGS

No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business, save as herein otherwise provided, four members present shall be a quorum.

If within half an hour from the time appointed for a meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.

The President or one of the Vice Presidents of the Society in his/her absence shall preside as Chairman at every meeting of the Society.

If neither the President nor a Vice President is present at the time of holding a meeting, the members present shall choose someone of their number to be Chairman of such meeting.

The Chairman may with the consent of any meeting at which time a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of an adjourned meeting shall be given as in the case of an original meeting. Save as foresaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least three members present in person or by a representative entitled to vote and, unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of proceedings of the Society, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

A poll demanded on the election of a Chairman or a question of adjournment shall be taken forth-with. A poll demanded on any other question should be taken at such time as the Chairman of the meeting directs.

VOTE OF MEMBERS

On a show of hands every member present in person or by representative shall have one vote. On a poll every member of representative shall have one vote. No votes shall be given by proxy safe and except to/by the President.

No member shall be entitled to vote at any General Meeting unless all fees, assessments or other sums presently payable by him/her in respect of his/her obligations to the Society have been paid.

On a poll, votes may be given either personally or by representative.

OFFICERS

The Honorary Officers of the Society shall consist of a President, the first and second Vice Presidents, the Treasurer, the Secretary and three other Councilors and such other officers as the Society may from time to time think necessary. Officers may be remunerated at such a rate as the President may from time to time determine. Firms, associations and corporations shall not be eligible for election to the Council.

THE PRESIDENT

The President shall be the Chief Executive Officer of the Society. He shall preside at meetings of the Council and the Society. He shall have sole discretionary veto, proxy and general supervision powers of the business and affairs of the Society. He shall assist in formulating and promoting the general program of the Society. He shall appoint and be an ex-officio member of all Committees of the Society. He shall submit an annual report of the activities of the Society to the members.

VICE PRESIDENTS

The Vice Presidents may in the order of their precedence be delegated by the President to perform his/her duties in the event of his/her temporary disability or absence from meetings. As designated by the President, one Vice President shall be in charge of matters of membership and of finance and shall be Chairman of a committee to deal with financial matters. The other Vice President shall be in charge of stimulating membership interest and participation in the activities of the Society.

THE TREASURER

The Treasurer shall be responsible for the finances of the Society. He shall keep proper accounts and books and shall show therein a record of all monies received and expended on behalf of the Society. He shall be prepared to report on the financial state of the Society when called upon to do so by the President at a Council Meeting. He shall present at the Annual General Meeting an audited financial statement. He shall arrange for the collection of subscriptions due to the Society by members. He shall report to the Council the names of all members who are in arrears three months or more with their dues.

THE SECRETARY

The Secretary shall keep in a proper minute book a full record of the proceedings of each meeting of the Council and the Society. He shall render such assistance to and supervision of the Director General as the President may direct.

THE SECRETARIAT

The President may appoint a Director General to exercise, subject to its directions, a general control over the work of the Society and its employees. This office may be remunerated at such a rate as the Council may from time to time determine. The Director General shall appoint employees and assign them for duty subject to the approval of the President. He shall draw warrants for all monies to be paid by the Treasurer. He shall be responsible to the Council for the proper conduct of all the departments and the work of the persons employed by the Society. He shall conduct the official correspondence, preserve all books, documents and communications and maintain an accurate record of the proceedings of all committees. He shall keep all other necessary record of the proceedings of all committees. He shall keep all other necessary records and in general shall so manage the affairs of the Society as to promote the objects of the Society.

THE SEAL

The Council shall provide for the safe custody of the seal and the seal shall never be used by authority of a resolution of a majority of the Council previously given.

AUTHENTICATION OF DEEDS AND DOCUMENTS

All deeds and documents executed on behalf of the Society may be in such form and contain such powers, provisos, conditions, covenants, clauses and agreements as the Council or the Society in the General Meeting shall think fit and in addition to being sealed with the seal of the Society shall be signed by the President or one Vice President and countersigned by the Secretary or the Treasurer.

COMMITTEES

The President shall appoint such Standing Committees and Special Committees as he may deem necessary for the conduct of the affairs of the Society. Each member of every such committee shall serve during the pleasure of the President.

All projects to be undertaken by the various committees shall be approved and clearly defined by the President or by the Secretary if so delegated by the President, at the time of their appointment, and a written outline of such projects shall be furnished to the Chairman and to each member, together with instructions as to committee procedure.

Within thirty days following its appointment and approval a meeting of each committee shall be called by the Chairman and the committee shall proceed promptly and expeditiously to perform the project assigned to it. Such notice of the committee meetings shall be given as shall seem feasible. No act of any committee shall be invalidated by reason of the insufficiency of any notice of such meeting. The members present at any meeting shall constitute a quorum for the transaction of committee business. All resolutions adopted by committees and all other reports and other communications which purport to reflect the attitude of the Society shall first be approved by the Council before being made available either to the membership of the Society or to the public.

In the event any committee fails to discharge the duties assigned to it with reasonable promptness, such committee may be discharged by this President who shall report his/her action thereon to the Council and thereupon appoint a new committee. The President and the Secretary, at the discretion of the President, shall be members’ ex-officio of all committees.

ACCOUNTS

The Council shall cause true account to be kept of all sums of money received and expended by the Society and of the matters in respect of which such receipts and expenditures take place and of all property credits and liabilities of the Society.

Subject any restrictions that may be imposed by the Council from time to time as to the time and manner of inspecting the same, all books of accounts of the Society shall be opened to inspection of any member.

There shall be a Finance and Budget Committee reporting to the President and the Treasurer. Its duties shall be to receive and consider at the beginning of the fiscal year estimates of expenditures for the ensuing year as prepared and filed with it by the officers and committees of the Society, and to submit to the Council recommendations for a budget apportioning the funds of the Society, which recommendations may be approved, amended or rejected by the Council. After the final adoption of the budget no major indebtedness shall be incurred or expenditures made unless approved by the Finance and Budget Committee or specifically authorized by the Council.

The Council shall at every Annual General Meeting lay before the Society financial statements disclosing the annual income, expenditure and assets and liabilities of the Society together with a report of the Council as to the state and progress of the Society.

AUDITORS

The Society shall at every General Meeting appoint one or more auditors to hold office for the ensuring year and shall fix the remuneration (if any) to be paid for their services. No member of the Council shall be capable of acting as an auditor.

Any casual vacancy in the office of auditors may be filed up by the Council but while any such vacancy continues any remaining auditor or auditors may act.

Every auditor of the Society shall have the right of access at all times to the books and records of the Society and shallbe entitled to require from the Director General and other officers of the Society such information and explanations as may be necessary for the performance of the duties of the auditors. The auditors shall be required to report to the Members upon the financial statements laid before the Society at the General Meeting during their tenure of office. The auditors’ report shall include direct reference to the scope of their examination and the auditors shall express an opinion or report that they are unable to express an opinion as to whether:

The financial statements present fairly the financial position of the Society and the results of its operations, and

The financial statements were prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the proceeding period.

REFERENDA

Upon resolution of the Council a vote of the members shall be taken upon a referendum of such questions as the Council shall propose. Such referendum vote shall be by means of printed ballots taking the questions to be voted upon and mailed to each member of the Society at least seven days before the time prescribed on such ballot for the counting of same. The ballots shall be counted in the same way as the ballots on the election of members of the Council. Such referendum vote shall have the same effect as and no other than, if it were a vote of the members of the Society duly taken at a special meeting of the Society held for the purpose of considering the subject matter thereof.

NOTICES

A notice may be given by the Society to any member either personally or by sending it by post to him/her to his/her registered address, or (if he/she has no registered address on the Island or Territories) to the address, if any, in the address supplied by him/her to the Society for the giving of notices to him/her. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

INDEMNITY

The Members of Council, Auditors, Director General, and other officers for the time being of the Society, and any Trustees for the time being acting in relation to any of the affairs of the Society and their heirs, executors and administrators respectively, shall be indemnified out of the assets for all charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective office or trusts, except such (if any) as they shall incur or sustain by or through their own willful neglect or default respectively, and no such officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other officer or trustee or for joining in any receipt for the sake of conformity, or for the solvency or honesty of any bankers or other persons with whom any moneys or effects belonging to the Society may be lodged or deposited for safe custody or for any insufficiency or deficiency of any security upon which any money of the Society shall be vested, or for any loss or damage due to any such cause as aforesaid, or which may happen in or about the execution of his/her office or trust unless the same shall happen through the willful neglect or default or such officer or trustee.

Within the limits laid down by law and in these Articles, in the event of any inconsistency between the Memorandum and the Articles, the Memorandum usually prevails; the General Meeting Chairman shall have all powers not conferred upon the Officers or on others.