Wikimedia Hong Kong/Memorandum of Association

THE COMPANIES ORDINANCE (Chapter 32)

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

Memorandum of Association

of

Wikimedia Hong Kong Limited

(Chinese) 香港維基媒體協會組織章程大綱

Article 1

The name of the Company is Wikimedia Hong Kong Limited(香港維基媒體協會有限公司)" (and in this document it is called the Company).

Article 2

The registered office of the Company will be situated in Hong Kong.

Article 3

The object for which the Company is established is to engage people in Hong Kong to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally.

In addition to any other powers it may have, the Company has the following powers in order to further the Objects

• to solicit, accept and receive donations, subscriptions and gifts from persons, corporations or organizations for any one or more of the objects set out herein and to give receipts therefore;
• to organize fund-raising projects and activities to promote, demonstrate, support and carry out any of the above objects and to pay and discharge payments and expenses incurred for such projects and activities;
• to purchase, sell, lease, mortgage, improve, manage or otherwise dispose of or deal in land, houses or other properties, whether leaseholds or otherwise and whether movable or immovable;
• to borrow any money required for the purposes of the Company with or without security;
• to hire and employ persons necessary or expedient for the purposes of the Company within the regulation of article 6 of this document, and to pay them salaries, wages, allowances, pensions and other benifits in accordance with the laws governing employment for the time being in force in Hong Kong
• to invest and deal with the money of the Company which is not immediately required in such a manner as may from time to time be thought fit;
• to do all such other things as are incidental or conducive to the attainment of all or any of the objects set out above.

Provided that:-

• in case the Company shall take or hold any property which may be subject to any trusts, the Company will only deal with or invest the same in such manner as allowed by law, having regard to such trusts;
• the powers set forth in the Seventh Schedule of the Companies Ordinance (Cap. 32) are hereby excluded;
• the objects of the Company shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

Article 4

The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association.

Article 5

No portion of the income and property of the Company shall be paid or transferred directly or indirectly, by way of dividend, bonus, profits or otherwise howsoever, to the members of the Company or any of them, except as provided in articles 7 and 8 below.

Article 6

No member of the Directory or the Council of the Company shall be appointed to any salaried office of the Company, or any office of the Company paid by fees, and no remuneration or other benefit in money or money’s worth (except as provided in Article 8 below) shall be given by the Company to any member of the Directory of the Company.

Article 7

Nothing herein shall prevent the payment, in good faith, by the Company of reasonable and proper remuneration to any member of the Company, not being a member of the Directory or the Council of the Company, in return for any services actually rendered to the Company.

Article 8

Nothing herein shall prevent the payment, in good faith, by the Company:-

• to any member of the Directory of the Company of out-ofpocket expenses;
• of interest on money lent by any member of the Company or of its Directory at a rate per year not exceeding 2% above the prime lending rate adopted by the Hong Kong and Shanghai Banking Corporation Limited (HSBC) from time to time;
• of reasonable and proper rent for premises demised or let by any member of the Company or of its Directory;
• of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Company or of its Directory is interested solely by holding beneficially not more than one-hundredth part of the capital of that body corporate or controlling not more than a one hundredth part of its votes.

Article 9

The liability of the members is limited.

Article 10

Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts or liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories amongst themselves such amounts as may be required but not exceeding One hundred Hong Kong Dollars.

Article 11

If upon the winding up of the Company there remains, after satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of the Company, but shall be given or transferred to some other institutions having objects similar to the objects of the Company or in the absence of such institution, to such other institution or institutions having charitable objects for the benefits of the people in Hong Kong and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Company under or by virtue of those from Articles 4 to 8 hereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution, and in default thereof by a Judge of the High Court of Hong Kong, as may have or acquired jurisdiction in the matter, and so far as effect cannot be given to the aforesaid provisions then to charitable objects.

Signatures

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association.

Names, Addresses and Descriptions of Subscribers

1. Jeromy Y. CHAN, Student
2. C. F. CHEUNG, Student
3. K. M. LAM, Freelancer in media sector
4. Y. H. LAI, Student
5. W. F. SIU, Student
6. Terence C. W. YUEN, Student

(Addresses omitted for Privacy)

Saturday the fourteenth day of July, Anno Domini two thousand and seven

Witness to the above signatures,

• Stewart C. L. CHENG, Student

(Address omitted for Privacy)

Notes

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