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Introduction to Business Syllabus

Week 1 Course Introduction + Note Taking

Week 2 Mission, Vision, Values and Principles

Week 3 Organization Structure I

Week 4 No class (National Fest)

Week 5 Organization Structure II

Week 6 Sales

Week 7 Marketing

Week 8 HR

南校区 A201 Tue. 18:30-19:50; 20:00-21:20

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Introduction to Business Syllabus

Week 9 Production & Quality

Week 10 Understanding Ourselves

Week 11 Winning Start in Company

Week 12 Leadership

Week 13 Dress for Success

Week 14 Future Trends of China

Week 15 Future Trends of the World

Week 16 Course Review

南校区 A201 Tue. 18:30-19:50; 20:00-21:20

Articles of

Incorporation

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What is Articles of Incorporation?

Articles of incorporation is a legal

document that set forth

a corporation's basic information,

such as its location, profit/nonprofit

status, board composition, and

ownership structure.

Composition of Articles of Incorporation

• Corporation's name and address

• Corporation's purpose

• The corporation is profit or nonprofit

• The name and address of the

corporation's

registered agent

• The number of shares authorized

• The classes and par values of these

authorized shares

• The directors

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Name of the Company

• The name of the company is

“ENGLISH COMPANY NAME 公司中文名稱”

• The registered office of the company will

be situated in Hong Kong.

• The liability of the members is limited.

Purpose of the Company

The purposes for which the

Corporation is formed are to

engage in any lawful act or

activity for which corporations

may be organized under the

general laws.

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Shares

Subject to sections 49 to 49S of the

Ordinance, the company may issue shares

on the terms that they are, or at the option

of the company or the holder of the shares

are liable, to be redeemed on such terms

and in such manner as may be provided by

the company's articles of association.

Share Capital

• The share capital of the company is

[HKD10,000] divided into [10,000]

[Ordinary] share(s) of [HKD1] each.

• The class of the share should be only

one class.

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Rights of Shareholders

• To attend general meeting

• Vote on the directors nominated by the board

• Nominate directors

• To a share of the company’s profits

• To receive a copy of the company’s annual accounts

• To a final distribution of winding up

Directors

Powers and Duties of DirectorsSubject to the provisions of the Ordinance,

the memorandum and articles and to any

directions given by special resolution, the

business and affairs of the company shall

be managed by the directors, who may

exercise all the powers of the company…

Disqualification of DirectorsCeases to be a director by virtue of section

155 of the Ordinance; or becomes bankrupt

or makes any arrangement or composition

with his creditors generally; or becomes of

unsound mind; or …

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Numbers of Directors

The number of directors of the

Corporation initially shall be 4, which

number may be increased or

decreased by the Board of Directors,

but shall never be less than the

minimum number required by the

Ordinance.

Voting

Subject to any rights or restrictions

for the time being attached to any

class or classes of shares, on a

show of hands every member

present in person shall have 1 vote,

and on a poll every member shall

have 1 vote for each share of which

he is the holder.

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Winding up

If the company shall be wound up

the liquidator may, with the

sanction of a special resolution of

the company and any other

sanction required by the

Ordinance, divide amongst the

members in specie or kind the

whole or any part of the assets of

the company (whether they shall

consist of property of the same kind

or not) and may, for such purpose,

set such value as he deems fair

upon any property to be divided as

aforesaid and may determine how

such division shall be carried out as

between the members or different

classes of members.

Indemnity

Every director, managing director,

agent, auditor, secretary and other

officer for the time being of the

company shall be indemnified out of

the assets of the company against any

liability incurred by him in relation to

the company in defending any

proceedings, whether civil or criminal,

in which judgment is given in his

favour or in which he is acquitted or in

connexion with any application under

section 358 of the Ordinance in which

relief is granted to him by the court.

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Annual General Meeting

AGM is a meeting that official bodies, and

associations involving the general public are

often required by law (or the constitution etc)

to hold every year.

Extraordinary General Meeting

If a company needs to

resolve a problem in

between annual general

meetings, it may call an

EGM.

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The Constitution of

Mensa Hong Kong

THE COMPANIES ORDINANCE

(CHAPTER 32)

_____________________

Company Limited by Guarantee and not

having a share capital

______________________

MEMORANDUM OF ASSOCIATION

OF

HONG KONG MENSA LIMITED

The name of the Company is HONG KONG

MENSA LIMITED (hereinafter called .HK

Mensa.).

The registered office of HK Mensa shall be

situated in Hong Kong.

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Membership

Number of MembersThe number of the Members with which HK

Mensa proposes to be registered shall be

10,000, ……..

EligibilityPersons who have obtained a score within the

upper two percent of the general population on

an intelligence test……

Place of membershipPersons eligible for membership shall, upon

proof of residency in Hong Kong and provided

that they are not currently subject to any

sanction imposed by HK Mensa……

Membership

TransitionalClause 6 above shall not be a bar to

membership whilst a Member leaves one

National Mensa to join another.

Conditions of membershipAs a condition of membership, Members

shall abide by this Memorandum and

Articles of Association…

Member in good standingA Member in good standing shall be a

person who has accepted an offer of

membership……

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Conduct of members

Disputes with MensaSave as otherwise provided Members having a

dispute with HK Mensa, or with any other Member,

arising out

of Mensa related activities……

Disciplinary ActionsSanctions may be imposed by HK Mensa on any of

its Members who commit an act inimical to Mensa,

provided that a fair and impartial hearing has been

conducted.…..

Membership listsEvery Member shall report his name, Hong Kong

Identity Card number and/or passport number,

address and email address to the Honorary

Secretary……

The Board

Functions and duties of the BoardManagement and development of HK Mensa……

Composition and responsibilitiesThe Board shall comprise:- a Chairman; a Vice

Chairman, an Honorary Secretary; an Honorary

Treasurer; and not less than 3 but not more than

5 other Members.

Board MeetingsThe Board shall meet as often as necessary to

effectively carry out its functions….. A quorum is

formed only if more than half of the total number

of Directors are present at a meeting.

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Elections The term of office of the Directors is, subject to

the provisions of this Memorandum and Articles

of Association, 2 years. A Director cannot stay

in the same position in the Board for more than

2 consecutive terms ……

The election committee shall notify the Board,

the office of International Mensa and all the

candidates of the number of votes cast for each

candidate as soon as practicable but in any

event no later than 14 days after the election.

Disqualification and Removal

The office of a Director shall be vacated:

• if he ceases to be a Director

• if he becomes bankrupt or makes any

arrangement or composition with his

creditors generally;

• or if he is, or may be, suffering from

mental disorder

• if he resigns his office in writing to the

Board;

• if he ceases to be a Member ……

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General Meetings

Annual and other General

MeetingsTen Members shall form a quorum at any

General Meeting. If within 30 minutes of

the appointed time a quorum cannot be

formed, the meeting shall be adjourned

and reconvened within one month…..

Extraordinary General

MeetingsMembers shall be notified in writing by the

Chairman or the Honorary Secretary at

least 21 days before the date of such

meeting.

Form of an instrument appointing a proxy

I __________, of ___________being a Member of Hong Kong Mensa

entitled to attend and vote at the [Annual or Extraordinary, as the case

may be] General Meeting of Hong Kong Mensa to be held on the

_______day of ___________________, hereby appoint __________of

_______________as my proxy to vote for me on my behalf at the

aforesaid general meeting and at any adjournment thereof.

Signed this _________ day of ____________.

This form is to be used* in favour of/against the resolution. Unless

otherwise instructed the proxy will vote as he thinks fit.

(*strike out whichever is not desired).

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Finance

The books of account shall be kept at

the registered office of HK Mensa….

Auditor shall be appointed and his

duties regulated in accordance with

the Ordinance.

Directors of the Board shall not be

paid by HK Mensa except for

reimbursement of expenses incurred

on Mensa business.

Amendments to Memorandum

and Articles of Association

Any alteration, amendment or

addition to this Memorandum and

Articles of Association shall be

subject to the approval of a General

Meeting of HK Mensa……

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Liabilities

Neither HK Mensa nor the

Directors nor any shall owe any

liability or responsibility to a

Member for any loss, damage,

expense or claim that a Member

may suffer, as a Member,

however the same may be

caused.

The Seal

The Chairman shall provide for the

safe custody of the seal and every

instruments to which the seal shall

be affixed shall be signed by the

Chairman and countersigned by a

second Director.

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Governing Law

This Memorandum and Articles of

Association shall be governed and

interpreted in accordance with the laws of

the Hong Kong Special Administrative

Region.

Relationship with

International Mensa

HK Mensa is affiliated with International

Mensa, an unincorporated international

society, and with its constituent member

group….