Association
of Geotechnical & Geoenvironmental
Specialists (Hong Kong)
Rules
Contents
Article I:
Name and Status
Section 1
Name
Section 2
Definition
Section 3
Legal Status
Section 4
Liability
Section 5
Language
Article II: Purpose
Section 1
Purpose
Section 2
Not for Profit
Section 3
Audit
Article III: Membership
Section 1
Classes of Membership
Section 2
Eligibility
(1)
Member Organisation
(2)
Associate Member Organisation
(3)
Personal Member
(4)
Honorary Life Member
(5)
Affiliate Member
Section 3
Applications and Resignations
(1)
Acceptance into Membership
(2)
Re-application
(3)
Termination of Membership
Section 4
Authorised Representative
Article IV: Executive Committee,
Officers, Administrator and Chief Executive
Section 1
Duties
Section 2
Executive Committee
Section 3
Officers
Section 4
Chairman-Elect
Section 5
Chairman
Section 6
Duties of Officers, Administrator,
and Chief Executive
(1)
Chairman
(2)
Chairman-Elect
(3)
Immediate Past Chairman
(4)
Treasurer
(5)
Administrator
(6)
Chief Executive
Section 7
Nominations and Elections
(1)
Nominees
(2)
Ability to Serve
(3)
Notices
(4)
Election
(5)
Appointment of Chairman-Elect
Section 8
Term in Office
Section 9
Relinquishment of Position
(1)
Resignation
(2)
Removal
Section 10
Vacancies/Filling a Vacated Position
(1)
Chairman
(2)
Immediate Past Chairman
Section 11
Meetings
Section 12
Voting
Section 13
Quorum
Section 14
Proxy
Section 15
Overrule
Article V: Meetings of
the Association
Section 1
Meetings
Section 2
Special General Meetings
Section 3
Quorum
Section 4
Voting
Section 5
Proxy
Section 6
Location and Time
Section 7
Notice
Article VI: Sub-committee
Matters
Section 1
Sub-Committees
(1)
Standing Sub-Committees
(2)
(2) Task Working Groups
Section 2
Meetings
Section 3
Minutes
Section 4
Operating Procedures
Section 5
Authority
Section 6
Removal from Office
Section 7
Ex Officio Members
Article VII: Indemnification
Article VIII: Amendments
Section 1
Name
The name of the organisation
shall be the “Association of Geotechnical
& Geoenvironmental Specialists (Hong Kong)”, hereinafter referred to as the “Association”, and abbreviated as
“AGS(HK)”.
Section 2
Definition
An association of organisations
and individuals having a common interest
in the practice of site investigation,
geotechnics (soil mechanics, rock mechanics,
foundation engineering, geoenvironmental
engineering), engineering geology, geophysics,
geochemistry, hydrogeology and related
disciplines (hereinafter referred to
as “Geotechnical Engineering”).
Section 3
Legal Status
The Association shall
be a legal entity and operate as a COMPANY
LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL.
The Memorandum of Association
and Articles of Association shall reflect
the principles of the RULES.
Section 4
Liability
The liability of the
members of the Association is limited.
There is no liability on individuals
who are non-voting members.
Every member of the
Association undertakes to contribute
to the assets of the Association in
the event of the same being wound-up
while they are a member, or within one
year after they cease to be a member,
for payment of the debts and liabilities
of the Association contracted before
they cease to be a member, and of the
costs, charges and expenses of winding-up,
and for the adjustment of the rights
of the contributors among themselves,
such amount as may be required not exceeding
HK$1,000 per member.
Section 5
Language
Meetings
of the Association, together with meeting
minutes, proceedings, and other official
Association documents and publications
shall be in English.
Article
II: Purpose
Section 1
Purpose
The purpose of the Association
is to promote and enhance the quality
of the professional practice of Geotechnical
Engineering.
Section 2
Not for Profit
The Association is not
organised for profit.
No part of the net earnings or
assets of the Association shall accrue
to the benefit of any member, nor shall
the Association be engaged in performing
any particular service for any particular
person or business entity.
Section 3
Audit
An annual audit is to
be made of the financial transactions
of the Association by an independent
accountant auditor.
Article III: Membership
Section 1
Classes of Membership
(1)
Member Organisation
(2)
Associate Member Organisation
(3)
Personal Member
(4)
Honorary Life Member
(5)
Affiliate Member
Section 2
Eligibility
(1)
Member Organisation
To qualify as a Member Organisation,
the following shall be met:
(a)
Be an organisation
or a clearly identifiable sub-division
of such organisation, providing a service
as a client, consultant, contractor,
designer, educator, regulator, researcher,
supplier of specialist service, or manufacturer,
within the range of Geotechnical Engineering
and/or related technology.
The service must be provided in at least
one of the following specialist areas:
(i)
advisory services
(ii)
design
(iii)
education and training
(iv)
laboratory and testing
services
(v)
procurement of design
and construction services
(vi)
provision of specialist
materials
(vii)
regulation
(viii)
research and development
(ix)
specialist contracting
(x)
supervision of works
The
AGS(HK) Executive Committee (hereinafter
referred to as the “Executive Committee”)
must be satisfied that applicants can
demonstrate relevant experience, financial
stability, and a firm commitment to
quality and quality assurance based
on defined levels of competence.
Furthermore, all applicants must
agree to abide by any Codes of Practice
(approved by majority vote at an Annual
General Meeting).
(b) Have a
registered office in Hong
Kong.
(c) Have practised
in a manner and in a field of work acceptable
to the Executive Committee for a period
not less than three years.
(d) Have a
commitment to set, maintain and enhance
quality standards and procedures for
the industry and thereby to improve
the quality of professional services.
(e) Employ
no fewer than three full-time Geotechnical
Specialists, as defined herein. At least one of the three should have a
minimum of 10 years’ appropriate experience. For the organisation to qualify each of
the Geotechnical Specialists must:
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(i)
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be resident in Hong Kong.
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and
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(ii)
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be a member of an
appropriate association or institution
involved in Geotechnical Engineering
approved by the Executive Committee
(e.g. the Hong Kong Institution
of Engineers, the Association
of Engineering Geologists, etc.)
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and
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(iii)
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have a minimum of
three years’ appropriate experience
practising in Geotechnical Engineering.
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and
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additionally, each
of the Geotechnical Specialists
must have at least one of the
following:
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(iv)
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a Masters degree in
an appropriate subject, e.g. geotechnics
(soil mechanics, rock mechanics,
foundation engineering, geoenvironmental
engineering), engineering geology,
geophysics, geochemistry, hydrogeology,
and related disciplines; or
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(v)
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a Doctor of Philosophy
degree on a relevant topic in
one of the subject areas described
above; or
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(vi)
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two years’ appropriate
experience practising in Geotechnical
Engineering, in addition to that
in (iii) above.
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| or |
when (ii) to (vi)
above do not apply the individual
must have a minimum of 10 years
appropriate experience practising
in Geotechnical Engineering. |
(2)
Associate Member Organisation
To qualify as an Associate Member
Organisation, the following shall be
met:
(a)
Comply with (1)(a)
to (d) above.
(b)
Employ at least one
full-time Geotechnical Specialist defined
in (1)(e) who should also have a minimum
of 10 years appropriate experience.
(3)
Personal Member
To qualify as a Personal Member,
the following shall be met:
(a)
In the opinion of the
Executive Committee, be a sufficiently
experienced Geotechnical Specialist,
practising and normally residing in
Hong Kong; and
(b)
Be active as an individual
within an organisation which is in itself
unable to fulfil the requirements of
Member Organisation/Associate Member
Organisation/Affiliate Member, or has
not joined the Association.
In the event of the organisation
joining the Association, the Personal
Member would cease to be a Personal
Member.
(4)
Honorary Life Member
An Honorary
Life Member shall be a retired member
of a Member Organisation, Associate
Member Organisation, or Personal Member,
who has been and wishes to remain active
in the affairs of the Association.
(5)
Affiliate Member
An Affiliate
Member shall be an organisation having
employees with academic and professional
experience which satisfies the Executive
Committee. The firm must be sympathetic to the objectives
of the Association, and demonstrate
interactive participation with the geotechnical
activities of members.
Section 3
Applications and Resignations
(1)
Acceptance into Membership
It is
understood that by applying for and
being granted membership in the Association,
an organisation or individual accepts
all provisions of these Rules, and waives
any and all legal recourse against the
Association, its Officers, Executive
Committee, members, and staff for actions
resulting from application of such provisions.
Every
application for membership must be submitted
to the Administrator on the appropriate
form. Such application for membership must be
proposed and seconded in writing by
two existing Member Organisations. Applications for Associate Member Organisation/Personal
Member/Affiliate Member must be proposed
and seconded in writing by two existing
members (Member Organisation/Associate
Member Organisation/Personal Member/Affiliate
Member). The proposers and seconders shall vouch
for the quality assurance intentions
of the applicant.
Election
to membership in the Association shall
be by a majority vote of the Executive
Committee. The Executive Committee which may, at its
option, delegate such responsibility
to the Membership Sub-Committee*, but
reserves the right to review the judgement
of and overrule the Membership Sub-Committee.
* Should we still have a Membership Sub-Committee
to handle routine membership matters
such as approving membership application.
I understand the Membership Working
Group is formed on an as-hoc basis to
promote membership. The Working Group
can be absorbed into the Sub-Committee
or formed under the Sub-Committee. Otherwise,
when the Working Group finishes its
function, we may need to change it back
to Sub-Committee.
(2)
Re-application
An applicant
whose application has been rejected
shall have the right to re-submit an
application one year or more after rejection.
A member who previously was a
member of the Association but whose
membership lapsed shall on rejoining
pay, in addition to other fees and dues,
any amount still owed to the Association
by virtue of previous membership, unless
such provision shall be waived by the
Executive Committee.
(3)
Termination of Membership
Termination
of membership will be determined by
the Executive Committee, as appropriate. Any member whose membership is terminated
for any reason shall lose all rights
and interests, if any, in any funds
or other assets of the Association.
Causes for termination shall
include:
(a)
Resignation
An organisation
or individual may resign upon written
notice to the Chairman or Administrator
of the Association.
If a member gives less than three
months notice terminating on 31 December
of any year of his intention to withdraw
from membership of the Association,
he shall meet any financial liabilities
in respect of the Association for the
current year and any outstanding liabilities
for previous years.
(b) Non-Compliance
An
organisation which, or individual who,
no longer meets membership criteria
will not be eligible for continuation
of membership in the Association.
(c) Non-Payment
of Dues
Dues
are payable on 1st January.
If dues are not paid by 1st April,
the Member Organisation/Associate Member
Organisation/Personal Member/Affiliate
Member who has not paid, and who has
been notified of the arrears, shall
have membership terminated automatically.
(d)
Breach of Ethics
Membership
may be terminated for any breach of
ethics, such breach to be determined
by the Executive Committee.
Section 4
Authorised Representative
An Authorised Representative
is a Geotechnical Specialist nominated
by a Member Organisation or Associate
Member Organisation for the purpose
of voting on Association matters. Each Member Organisation shall be eligible
to nominate one Authorised Representative
plus one Authorised Representative,
up to a maximum of two, for every ten
individuals employed who are members
of an appropriate association or institution
involved in Geotechnical Engineering
approved by the Executive Committee
(maximum total number of Authorised
Representatives per Member Organisation
is three). Each Associate Member Organisation shall
be eligible to nominate one Authorised
Representative.
Personal Members, Honorary
Life Members, and Affiliate Members
cannot nominate Authorised Representatives,
but can nominate the individual members
representative of their groups on the
Executive Committee, as at Article IV,
Section 2.
Article IV: Executive
Committee, Officers, Administrator,
and Chief Executive
Section 1
Duties
The Executive Committee
shall manage the business and affairs
of the Association and shall exercise
all powers of the Association and Officers
not expressly reserved to the members.
Section 2
Executive Committee
The Executive Committee
shall comprise 10 to 15 elected Authorised
Representatives (including the Officers),
all of whom shall be voting members
of the Executive Committee, with one
individual member representing the Personal
Members and the Honorary Life Members,
and one individual member representing
the Affiliate Members (both of whom
shall be voting in this instance), and
the Immediate Past Chairman, by agreement. In addition, the Chairman may co-opt additional
individuals for one year at a time who
shall be non-voting.
Section 3
Officers
The Officers of the
Association, who shall be the Directors
of the Association, and who shall be
drawn from the Member Organisations
and Associate Member Organisations,
shall be the Chairman, Chairman-Elect,
Immediate Past Chairman, and Treasurer,
and shall be voting members of the Executive
Committee.
Section 4
Chairman-Elect
The Chairman-Elect shall
have had at least one year of service
on the Executive Committee prior to
assuming the position of Chairman-Elect.
After one year as Chairman-Elect
he shall succeed to the position of
Chairman.
Section 5
Chairman
The Chairman shall serve
for two years, taking up office and
handing over office at an Annual General
Meeting. The Chairman may, by agreement, continue
to serve the Executive Committee for
a future year as Immediate Past Chairman.
Section 6
Duties of Officers, Administrator,
and Chief Executive
(1)
Chairman
The
Chairman shall chair meetings of the
Executive Committee and the general
meetings. The Chairman shall appoint a chairman and
also for sub-committee, subject to ratification
by the Executive Committee.
(2)
Chairman-Elect
The
Chairman-Elect shall have the duties
as assigned by the Chairman.
(3) Immediate Past Chairman
The Immediate Past Chairman shall
have the duties as assigned by the Chairman.
(4)
Treasurer
The
Treasurer shall be appointed from one
of the voting members on the Executive
Committee; and shall have charge of
the financial affairs of the Association. The financial procedures shall be as follows:
(a)
Bank accounts shall
be at a bank agreed by the Treasurer.
(b)
The Executive Committee
shall agree the limit above which cheques
shall require two signatures and any
other conditions applicable to the operation
of the bank accounts.
(c)
The Treasurer shall be responsible for
the submission of returns to the appropriate
authorities.
(d)
(d) The Treasurer shall maintain the
financial records of the Association,
and seek the professional advice of
the accountant auditor.
The
Treasurer may be bonded in sufficient
amount to cover the liquid assets of
the Association.
(5)
Administrator
(a) The Administrator
shall be the Association Secretary.
(b)
The Administrator shall be appointed
by the voting members of the Executive
Committee; shall be responsible for
the minutes of the Executive Committee,
Annual General Meeting, and other general
meetings; shall maintain a current list
of members and official administrative
records of the Association, including
Executive Committee activities; and
shall be responsible for distributing
notices, as agreed.
Section 7
Nominations and Elections
(1)
Nominees
Candidates
for election as members of the Executive
Committee shall be:
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(a) |
Authorised
Representatives. |
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(b) |
Individuals representing Affiliate
Members and Personal Members and
Honorary Life Members. |
Nominations
on an approved form shall be received
by the Administrator not later than
30 days before the Annual General Meeting.
(2)
Ability to Serve
Persons
nominated must confirm their agreement
at the time the nomination is submitted.
(3)
Notices
A list
of nominations together with proposer(s)
shall be distributed to the membership
along with the notice of the Annual
General Meeting.
(4)
Election
The
nominees receiving the greater number
of votes shall be declared elected. In the event of a tie, this shall be voted
upon.
(5)
Appointment of Chairman-Elect
The
Chairman-Elect shall be appointed every
year (by vote of the Executive Committee)
from the elected members of the Executive
Committee at the meeting prior to the
Annual General Meeting.
Section 8
Term in Office
Newly elected Executive
Committee members shall take office
at the conclusion of the Annual General
Meeting, following their election.
Unless appointed to the position
of Chairman-Elect, all those elected
to office shall continue to serve for
a period of two years.
The Chairman will
serve for two years followed by two
years as Immediate Past Chairman, by
agreement.
Section 9
Relinquishment of Position
(1)
Resignation
Any
Executive Committee member may resign
by forwarding written notice to the
Chairman or Administrator.
(2)
Removal
Any
Executive Committee membership shall
be declared vacant, when the person
holding such position for any reason
does not or cannot perform his duties. Such declaration of vacancy shall be made
and approved by a two-thirds majority
vote of the remaining voting members
of the Executive Committee.
Section 10 Vacancies/Filling
a Vacated Position
A vacancy shall be filled
in the manner hereinafter defined if
the Executive Committee feels that such
vacancy will be detrimental to its functioning.
If, for reason of time remaining
before the annual elections, or for
any other reason, the Executive Committee
feels it unnecessary to fill a vacated
position, the duties associated with
the vacated position shall be re-assigned
by the Executive Committee to one or
more of the remaining Executive Committee
members.
A vacated position shall
be filled by an eligible Authorised
Representative or individual appointed
by the Executive Committee, providing
such appointee is approved by affirmative
vote of at least two-thirds of the remaining
voting members of the Executive Committee,
except:
(1)
Chairman
The
Chairman-Elect shall automatically assume
the vacated office of the Chairman,
and the office of Chairman-Elect shall
remain vacant until a successor to that
office is appointed at the meeting prior
to the next Annual General Meeting. The Chairman-Elect who succeeds to the
office of Chairman due to a vacancy
shall continue to serve as Chairman
for the remainder of the Association
year during which the vacancy occurred
and for the following Association year.
(2)
Immediate Past Chairman
The
vacated office of Immediate Past Chairman
may be filled only by a Past Chairman
of the Association.
Section 11
Meetings
The Executive Committee
shall meet at least four times per year
at periods separated by at least 60
days upon the call of the Chairman,
provided notice of such meetings is
communicated to all members of the Executive
Committee at least 15 days prior to
the date of the meeting.
A special meeting of the Executive
Committee may be called by any three
members of the Executive Committee acting
in concert and communicating to the
members of the Executive Committee,
no less than 15 days prior to the meeting,
notice of such a meeting and the specific
items to be discussed.
Section 12
Voting
Except as otherwise
noted, all resolutions and actions of
the Executive Committee shall be by
majority vote.
The Chairman will vote as a member
of the Executive Committee only in the
event of a tie, whereupon his vote will
be decisive.
Section 13
Quorum
A quorum shall be five
voting members of the Executive Committee
(including at least one Officer) representing
a minimum of three Member Organisations/Associate
Member Organisations.
Section 14
Proxy
Any member of the Executive
Committee may empower another member
to cast votes for it by transmitting
a written authorisation to the member
who shall be present.
Section 15
Overrule
At any regular or Special
General Meeting of the Association,
a decision of the Executive Committee
may be overruled upon a vote of a least
two-thirds of the Authorised Representatives
voting in person or by proxy.
Article V: Meetings
of the Association
Section 1
Meetings
The Annual General Meeting
shall be held no more than six months
after the close of the financial year. In addition, the membership shall have
ordinary meetings at least two times
during the year.
Section 2
Special General Meetings
A Special General Meeting
of the Association may be called by
the Chairman or 20 percent of Authorised
Representatives upon no less than 30
days’ written notice to all members,
which notice shall state the items to
be discussed at such meeting.
Section 3
Quorum
A minimum of 10 Authorised
Representatives, or their duly authorised
representatives, present at a duly notified
meeting shall constitute a quorum.
Section 4 Voting
Voting
for Executive Committee members shall
take place at the Annual General Meeting. Each Authorised Representative shall have
one vote in any official proceedings
of the Association.
Section 5
Proxy
An Authorised Representative
may issue a written proxy to vote to
any other Authorised Representative. Forms for proxy voting shall be distributed
at the same time as the notice of the
meeting. Completed proxy forms must be received
by the Administrator at least 10 days
before the Annual General/Special General
Meeting.
Section 6
Location and Time
Except for Special General
Meetings, the location and time of meetings
of the Association shall be at the discretion
of the Executive Committee.
Section 7
Notice
Except in cases as otherwise
prescribed by these Rules, a notice
of meeting of the Association shall
be sent to all members at least 30 days
prior to such a meeting.
Section 1
Sub-Committees
There shall be two types
of sub-committees:
(1)
Standing Sub-committees
Standing
Sub-committees shall be those which
shall function continually from year
to year. Unless specified otherwise in these Rules,
the Chairman of the Association shall
appoint the chairman and members of
all Standing Sub-committees, subject
to the ratification of the Executive
Committee if it so chooses.
Standing Sub-committees may include,
but shall not be limited to, Finance
and General Purposes and Membership,
each to be chaired by a sub-committee
chairman.
Unless otherwise agreed by the
Executive Committee, no sub-committee
chairman shall serve continuously for
more than three years.
(2)
Task Working Groups
Task Working Groups shall be those created
by the Chairman of the Association to
deal with specific assignments deemed
pertinent to the Association. Such Task
Working Groups shall be dissolved by
the Chairman of the Association upon
completion of the task, or earlier.
Section 2
Meetings
Meetings of sub-committees
shall be at the call of the respective
chairmen.
Section 3
Minutes
The sub-committee chairman
shall appoint a recording secretary
of the sub-committee. A copy of the
minutes will be sent to the Chairman
of the Association.
Section 4
Operating Procedures
The Executive Committee
shall develop procedure guidelines for
sub-committees which may be revised
from time to time and include matters
such as frequency of meetings, reports,
budgets, and other items deemed relevant.
Section 5
Authority
No sub-committee chairman
or member shall have the authority to
make any commitment on behalf of the
Association unless specifically so authorised
by the Executive Committee.
Section 6
Removal from Office
The Chairman of the
Association, or the Executive Committee
by a majority vote, may at any time
remove from office any sub-committee
chairman or member.
Section 7
Ex Officio Members
The Chairman of the
Association and/or his appointed representative
shall be an ex officio member of all
sub-committees.
Article VII: Indemnification
Any person who was or
is a party, or is threatened to be made
a party, to any threatened, pending
or completed action, suit, or proceeding
whether civil, criminal, administrative,
or investigative, by reason of the fact
that he is or was a member of the Executive
Committee, an Officer, employee, or
agent of the Association or by reason
of the fact that he is or was serving
on a committee or sub-committee operating
under the auspices of the Association
shall be indemnified by the Association
against expenses (including lawyers’
fees), judgements, fines, and amounts
paid in settlement actually and reasonably
incurred by him in connection with such
action, suit, or proceeding if he acted
in good faith and in a manner he reasonably
believed to be in, not opposed to, the
best interests of the Association.
Article VIII:
Amendments
These Rules may be amended
by majority vote of the Authorised Representatives
voting in person, by proxy, or by mail
ballot, at any Annual General Meeting
or Special General Meeting, provided
that a written description of the items
to be discussed is sent to all members
at least 30 days prior to the meeting
at which the amendment is to be considered.
An amendment to these Rules may
be proposed by any Member Organisation
with two other Member Organisations
as co-sponsors.
Any such proposed amendment shall
be reviewed by the Executive Committee
for consistency, format, and purpose,
but the proposer is not obliged to incorporate
a revision by the Executive Committee
if the proposer believes it will result
in a substantive change in purpose or
effect. Additionally, an amendment to these Rules
may be proposed by the Executive Committee.
