MEMORANDUM OF ASSOCIATION
HONG KONG COMICS & ANIMATION FEDERATION LIMITED
1st The name of the company is HONG KONG COMICS & ANIMATION FEDERATION LIMITED (香港動漫畫聯會有限公司)”((“the Federation”).
2nd The registered office of The Federation will be situated in Hong Kong.
3rd The objects for which The Federation is established are:
(1) To foster, protect the interests and promote the development of the comics and animation industry and to represent the interest of the persons engaged in the comics and animation industry and co-ordinate their activities whether such activities and relations are with each other, with other organizations and associations within or without the comics and animation industry or with the general public. The term "comic and animation industry" includes, without limitation, the creation and production of comic and animation works including but not limited to publication, filming, video-taping or production by other means or device for commercial, industrial, educational, advertising or religious purposes or uses.
(2) To promote the unity and friendship of Members.
(3) To advance the welfare of comics and animation industry and those engaged or employed therein for the purpose of effecting harmonious and just
(4) To establish, conduct and maintain such cultural, educational, recreational, social and charitable enterprises as may assist in the advancement of
(5) To co-operate and/or affiliated with any organization or association whether locally or overseas whose objective is the betterment or advancement of comics and animation industry and all persons engaged and/or employed
(6) To undertake and support such facilities, activities and projects as may be for the advancement of the comics and animation industry and the arts and sciences of creation and production of comics and animation works and/or the internal or external harmony, efficiency and ethics and/or the general welfare of the comics and animation industry.
(7) To set up trusts and to act as trustee under any trust incidental to the objectives of The Federation and to receive, administer and expend funds and properties subject to such trust.
(8) To support and protect the reputation and interest of Members and to protect their rights.
(9) To take up the assignment of rights of Members under contracts or otherwise and to sue in the name of The Federation for enforcement of such rights.
(10) To offer prizes or other rewards or distinctions to advance the arts and sciences and skills of creation and production of comics and animation works.
(11) To carry on business as proprietors of restaurants, refreshment and tea rooms, canteen, snack bars and beer house and to provide all kinds of facilities for Members.
(12) To operate libraries, archives and other information centres of comics and animation production and publications.
(13) To organize assist support exhibitions and/or competitions of any description allowed by law which may be calculated to further the objective of the Federation.
(14) To establish, carry on and support research centres, training centres, schools or correspondence schools to provide education and instructions which may be conducive to the knowledge or skill in the pursuit or calling of creation and production of comics and animation works.;
(15) To undertake to participate and support such lectures, seminars, training courses conference, meetings and such other activities projects whether locally or otherwise for the purpose of improving and raising the standard of the creation and production of comics and animation works.
(16) To undertake to participate and support such activities facilities and projects whether by the Federation alone or in conjunction with other appropriate organizations or persons to promote, enhance the understanding, appreciation and the popularity of comics and animation works amongst the general public.
(17) To establish contacts, liaise, co-operate with overseas organizations, bodies or persons in comics and animation industry in furtherance of the objectives of the Federation.
(18) If thought desirable to act as consultants for Members and to render advice or guidelines or standards in relation to the comics and animation industry to Members.
(19) To administer licensing schemes for and on behalf of Members and other organizations.
(20) If thought desirable to act as agents, nominees, attorneys to take legal action for and on behalf of Members as individuals or groups of Members.
(21) To procure The Federation to be registered or recognized in any foreign country or place.
(22) To make known and further the objects and activities of The Federation in any medium or by any means.
(23) To raise money by all lawful means and to solicit, receive and enlist financial and other aid from individuals, trusts, companies, corporations, associations, societies, institutions and other organizations or authorities and from Governments, Departments of State and public bodies and to conduct fund-raising campaigns for the purpose of furthering the objects of The Federation.
(24) To invite, solicit and accept individuals, companies, corporations, associations societies, institutions, and other organizations or authorities or from governments and public bodies as patron(s), sponsor(s) of the Federation as the Executive Committee may deem desirable.
(25) To arrange, engage in and carry on general or particular, research work upon such lines as the Executive Committee may from time to time determine and to operate such facilities as may be deemed desirable.
(26) To consider all manner of questions affecting the interests of the comics and animation industry, and to represent the industries whether by way of negotiation, correspondence, petition or otherwise.
(27) To rent, purchase, take on lease or in exchange, hire, or otherwise acquire a suitable building or buildings or part or parts thereof in Hong Kong or elsewhere and any estate or interest in and any rights connected therewith, to fit and furnish the same, or to make arrangements for such building or buildings or part or parts thereof to be properly fitted and furnished.
(28) To manage, maintain, improve, and develop and/or redevelop all or any part of the property, land, building or buildings of The Federation and to operate or use in conjunction or co-ownership with others, lease, mortgage, underlet, exchange, surrender, sell, or otherwise deal with and dispose of the same or any part or parts thereof or interest therein, for such consideration and on such terms and conditions as The Federation may think fit.
(29) To borrow or raise or give security for any moneys required for the purposes of The Federation upon such securities as may be determined and in such manner as The Federation shall think fit and in particular by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of The Federation or by mortgage or charge upon all or any part of the property of The Federation both present and future.
(30) To invest and deal with the money of The Federation not immediately required upon such securities and in such manner, as may from time to time be determined.
(31) To arrange for all kinds of insurance and other benefits for Members.
(32) To promote any wholly owned subsidiary company for the carrying on of any of the businesses which The Federation is authorized to carry on and to subscribe for, acquire and hold shares in any such subsidiary company.
(33) To guarantee or otherwise support or secure whether by personal covenant or by mortgaging or charging all or part of the undertaking, property, assets and rights(present and future) of The Federation or by both such methods or by any other means whatsoever, the liabilities and obligations of and the payment of any money whatsoever (including but not limited to capital, principal, premiums, interest, dividends, costs and expenses on any stocks, shares or securities) by any wholly owned subsidiary company of The Federation.
(34) To promote, support or oppose legislative and other measures affecting the interest of the comics and animation industry.
(35) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time, Members or staffs of The Federation, their spouses, families and dependants.
(36) To apply for, register, purchase or by other means acquire and protect, prolong and renew, in any part of the world any copyrights, patents, patent rights, brevets d'invention, licences, trademarks, designs, protection and concessions which may appear likely to be advantageous or useful to The Federation and/or its Members and to use and turn to account and to exploit and to produce under licence or grant licences or privileges in respect of the same at a fee and to expend money in experimenting upon and testing and in improving or seeking to improve any such rights which The Federation may acquire or propose to acquire.
(37) To draw, make, accept, endorse, discount, negotiate, execute and issue purchase or otherwise acquire, exchange, surrender, convert, make advances upon, hold, change, sell and otherwise deal in promissory notes, bills of exchange, and other negotiable or transferable instruments.
(38) To enter into any arrangements and take all necessary or proper steps with any governments or authorities of any place in which The Federation may have interests, and to carry on any negotiations or operations for the purpose of directly or indirectly promoting the purpose of The Federation or effecting any modifications in the constitution of The Federation, and to oppose any steps taken by any other company, corporation or person or other bodies which may be considered likely directly or indirectly to prejudice the purpose of The Federation.
(39) In furtherance of any of these objects, whether by itself or through a wholly owned subsidiary, to carry on any business related to the comics and animation industry.
(40) The objects set forth in any sub-clause of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such subclause or from the terms of any other sub-clause or by the name of The Federation. None of such sub-clauses or the object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub-clause, but The Federation shall have full power to exercise all or any of the powers conferred by and provided in each of the said sub-clauses as if each sub-clause contained a separate object.
(41) To do all such other things as are incidental or conducive to the attainment of the above objects generally.
4th The liability of Members is limited.
5th The income and property of The Federation, wheresoever derived, shall be applied solely towards the promotion of the objects of The Federation; as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the persons who at any time are or have been Members of The Federation or to any of them or to any person claiming through any of them.
Provided that nothing herein shall prevent the payment, in good faith, of remuneration to any officers or servants of The Federation, or to any member of The Federation or another person, in return for any services actually rendered to it.
6th(44) Every member of the Federation undertakes to contribute to the assets of The Federation, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of The Federation contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding-up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding HK$100.00.
7th If upon winding up or dissolution of The Federation 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 Federation; but shall be given or transferred to some other institution or institutions, having objects similar to the objects of The Federation, 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 Federation by virtue of Clause 5 thereof, such institution or institutions to be determined by the Members of The Federation at or before the time of dissolution and in default thereof by a Judge of the High Court of Hong Kong Special Administrative Region having jurisdiction in regard to charitable funds, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
2019-07-26 ~ 2019-07-30