Explanatory notice:

This is the draft constitution agreement of HKLUG. It divided into three part. The first part is the name of the agreement party and what actually there have agreed. The second part is schedule one, in which it defines the objects of HKLUG and provides the definition and regulation between all kind of members. It consists of 77 sections with leading headers for the type and nature its belong. The last part is a copy of Linux User Group How-to. I think every should have a look at it. You are welcome to tell me what you think HKLUG should do after reading of it.

If you have any commendation please email to info(at)linux.org.hk or direct email to me at zuniworkshop(at)xoommail.com if you don't want to publize it.

Prepared by ZUNIS LING, ZUNIX 1999/11/16

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SCHEDULE ONE:
Rules and Regulations of HKLUG

• INTERPRETATION - 1
• AMENDMENT OF RULES - 2-3
• OBJECT OF HKLUG - 4-5
• ADMISSION OF MEMBERS - 6-32
• RIGHTS OF A MEMBERS - 33-34
• TERMINATION OF MEMBERSHIP - 35-36
• FORFEITURE OF MEMBERSHIP - 37-39
• REGISTER OF MEMBERS - 40-43
• APPOINTMENT OF EX OFFICIO MEMBERS - 44
• ELECTION OF COMMITTEE MEMBERS - 45-46
• THE POWER OF COMMITTEE - 47
• CHAIRMAN OF MEETING - 48
• MEETING - 49-52
• QUORUM - 53
• AMENDMENT TO MEETING - 54
• VOTE - 55-58
• PROXY - 59-62
• REMOVAL OF COMMITTEE MEMBERS - 63-66
• ROTATION OF COMMITTEE - 67
• ACCOUNT - 68-70
• ASSENT - 71
• DISSOLUTION - 72
• TRUSTEE - 73
• SECRET PROFIT - 74-75
• VISITOR - 76
• MISCALLANEOUS - 77

Some Membership Definitions

• Regular Member
• Free Member
• Temporary Member
• Honorary Member
• Student Member
• Corporate Members
• Association Member

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AGREEMENT FOR FORMATION OF HONG KONG LINUX USER GROUP

THIS AGREEMENT is made the (number) day of (month), 1999.

BETWEEN of the (name of founder)

WHEREBY IT IS AGREED AND DECLARED as follows:-

1. The parties hereto shall from the date hereof associate together as an association for the purpose of Linux Movement.

2. The association office address shall be selected at the place decided the by board in annual general meeting and/or extra-ordinary meeting and all other meetings from time to time.

3. The association office site address shall be selected at the place decided the by board in annual general meeting and/or special meeting from time to time.

SCHEDULE I

Rules and Regulations of HKLUG

INTERPRETATION

1. The board of committee shall be the sole authority for the interpretation of these rules and of the regulations made from time to time by the committee; and the decision of the committee upon any question of interpretation or upon all matter affecting the HKLUG and not provided for by these rules or by the regulations shall be final and binding on all kind of members.

AMENDMENT OF RULES

2. These rules may be added to, repealed, or amended by resolution at any annual general meeting or extra-ordinary meeting.

3. These rules should not be altered or modified as result of a derivation from the objects and nature of the HKLUG foundation.

OBJECT OF HKLUG

4. The association shall be called HONG KONG LINUX USER GROUP (hereinafter called "HKLUG")

5. The objects of the HKLUG shall be:

1. to advocate the use of Linux is as natural to computer users as is eating or sleeping in the manner that we must be constantly vigilant to advocate Linux in such a way as to reflect positively on both the product, its creators and developers, and our fellow users. When you find something that works and works well, the natural urge is to tell as many people about it as you can;

2. To educate not only is it the business of a local LUG to advocate the use of Linux, it may also turn its efforts to training its members, as well as the computing public in its area;

3. To use Linux and associated components;

4. To support the new, intermediate and advanced Linux users as HKLUG is often one of the resource;

5. To play as an important role in supporting local Linux consultants. Whether they do Linux consulting full-time or only part-time, consultants;

6. To act as an formal or informally broker connections between consulting suppliers and consulting consumers simply by getting all, or as many as possible, of the people interested in Linux in a local area together and talking with one another;

7. To help broker contacts between the users who need consulting services.

ADMISSION OF MEMBERS

6. Save and except specially stated hereinbelow, the word "member" include person member, free member, student member, corporate member and association member.

7. All persons of not less 18 years of age and agree to the object of HKLUG and agree to act in accords thereof shall be eligible for membership.

8. All persons of below 18 years of age shall and agree to the object of HKLUG and agree to act to accords to the rules herein, with the approval of their guardianship, shall be eligible for membership.

9. Subject sections 6 and 7 and that such person is not above age of 18, such person who is studying in any registered day-time education institute, is entitled to request to be registered as student member.

10. Whether incorporated in Hong Kong as a limited company, or unlimited company ran by sole proprietor or partnership, or any other association making for profit or not, they will be registered as corporate member or association member.

11. Corporate member and association member are subjected to different set of rules and regulations for registration of membership and membership right laid down by the committee from time to time.

12. The regulations in respect of membership fees requirement shall not apply to the Corporate member and association member. Corporate member and association member shall require to make donation to HKLUG for the general benefit of all members.

13. Any person claimed and registered as a student members shall be waived to pay the membership fees, thus, all regulation in relation to the fees will not apply it him. Other than student member, any person who wish to register an as free member that does not require to pay membership fee, his status in the HKLUG will be amounted to temporary member.

14. Any members who need not or not prescribe to pay membership fees shall not part take in any administrative function, event, meeting, election, voting and others functions that have administrative purposes, but not including speculator.

15. Any member who need to pay and have paid the membership fees, he is deemed as a regular member.

16. Any benefit to all the members, the regular member will enjoy in the first priority.

17. Admission of members shall be by election of committee. A candidate for election who receives the votes of the majority of the committee shall be declared elected.

18. Every candidate for admissions a member shall be proposed by one member and seconded by another (note), both of whom shall vouch, from their personal knowledge, for the fitness of the candidate. The candidate shall be proposed by entering in the candidates' book his name in full, residence, occupation and age, and/or particular qualification for membership with the name of the proposer either in his own handwriting or in that of the secretary duly authorized for that purpose. Either at the same time or subsequently, but not less than one month before the candidate comes up for election, there shall be entered the name of the seconder either in his own handwriting or in that of the secretary duly authorized for that purpose.

19. If a proposer or seconder shall before the candidate comes up for election have ceased to be a member, another proposer or seconder, as the case may be, may at any time not later than 14 days before the day when the candidate comes up for election be substituted by entry in he candidates book. If a proposer or seconder desires to withdraw his name, he may do so, subject to any regulations which the committee may at any time prescribe, and within one month of such withdrawal and not later than 14 days before the day when the candidate comes up for election, another proposer or seconder may be substituted by entry in he candidates book.

20. If both the proposer and the seconder shall have ceased to be members or shall desire to withdraw, another proposer and another seconder may, subject to the same conditions and within the same times as in the last rule mentioned, be substituted by entry in the candidates book.

21. The particulars inserted in the candidates book shall be posted prominently in one of the post board in the web site of the HKLUG 14 days or other selected period not less than two days preceding the day when the candidate comes up for election.

22. Any omission from or inaccuracy in the particulars inserted in the candidates book may at the committees discretion invalidate the proposal and any election made in consequence of it.

23. All candidates for election they appear to be eligible for membership, come up for election they appear to be eligible for membership, come up for election in the order in which their names appear in the candidates book.

24. Immediately upon the election of a candidate notice thereof shall be given to him, and he shall be furnished with a copy of the HKLUG rules and a request to remit to the banker or treasurer of the HKLUG within one month from the date of such request the amount of his yearly membership fees. Upon payment of his yearly membership fee he shall become a regular member of the HKLUG and be entitled to all the benefits and privileges of regular membership, and be bound by these rules.

25. If such membership fee be not paid within one month from the date of such request as aforesaid, the election of such candidate shall be void, unless he shall satisfy the committee that the delay in payment was due to absence from the Hong Kong or other sufficient cause.

26. The said membership fee shall be such sum as the committee may from time to time determine, and the committee shall in so doing make special provision for members.

27. All yearly membership fee, except the first fee payment of a new regular member, shall be payable on the first day of January in each year.

28. All membership fees shall either be paid to the HKLUG. Cheque shall be made payable to Hong Kong Linux User Group and crossed a/c payee or deposit to a bank account provided by the HKLUG from time to time.

29. The committee may invite, as honorary members during temporary residence in Hong Kong provided that there shall not be at any one time more than 20 honorary members. Members may send to the secretary names suggested for invitation. Honorary members shall not be required to pay any membership fee.

30. The committee shall have power to elect temporary members, on such terms as they may determine, for any period not exceeding twelve months. Every candidate for temporary membership shall be proposed by one member and seconded by another member in writing addressed to the secretary. The proposer shall furnish the committee with such information regarding the candidate as the committee may require. The committee shall proceed to the election at their first meeting held after the expiration of forty-eight hours from receipt by the secretary of such proposal and information. Temporary members shall not be called upon to pay any membership fee. Subject to the above-mentioned restriction on the number of temporary members the committee may also elect as temporary members, without membership, the members of any other registered LUG in its locality during such period not exceeding one month in any one year and/or such longer period as determined by the committee.

31. Honorary and temporary members shall be entitled to all the benefit and privileges of membership except that they shall not be qualified to be officers or members of the committee, or to vote as members, or to claim any share of the property of the HKLUG upon its dissolution.

32. Any regular member leaving the Hong Kong may on application to the committee become, and continue for so many complete years as he shall remain out of the Hong Kong, a supernumerary regular member paying such membership fee as the committee may from time to time determine as from the first day of January next after his so leaving the Hong Kong.

RIGHTS OF A MEMBERS

33. Subject to the express provisions of these rules and to any bylaws for the time being in force made by the committee of HKLUG as herein and hereinafter provided, all regular members of the HKLUG shall be entitled at all times to use in common all the premises and property of the HKLUG, which are not allocated to the administrative purpose, and to be supplied, at such charges or free of charge as the board of committee shall from to time determine, with such tutorial, course, discount and/or benefit and others things as are provided by the HKLUG for the use of its regular members.

34. Subject to the provisions of these rules every member shall be entitled to all the rights and be subject to all the duties of a member of the HKLUG except that free members, student member, Corporate member, association member, oversea members and temporary, restricted, non-paying, service and honorary members shall not have the right to nominate or to be elected as officers or committee members of the HKLUG.

TERMINATION OF MEMBERSHIP

35. If any regular member shall fail to pay his yearly membership on or before the first day of February next after it has become due, notice shall be sent to home calling his attention thereto, and if he shall not pay the amount within 14 days from the posting of such notice, he may be forthwith posted in the web site of the HKLUG as a defaulter. If such membership fee be not paid with 14 days from the date of the said posting., the defaulter shall cease to be a regular member of the HKLUG. If at any time he shall give to the committee a satisfactory explanation, he may in the discretion of the committee, and upon payment of arrears, be re-admitted to regular membership.

36. Any member may resign his membership by giving to the secretary notice in writing to that effect. Every such notice shall, unless otherwise expressed, be deemed to take effect at the date next following the receipt thereof. Provided that any member giving such notice after the 1st day of December in any year shall be liable to pay his membership fee for the following year if he is already a regular member in that current year.

FORFEITURE OF MEMBERSHIP

37. If any member shall be convicted on indictment of any criminal offence, or adjudged a bankrupt, or make a composition or arrangement with his creditors under the provisions of any statute, he shall thereupon cease to be a member of the HKLUG; but the committee shall have power, in their discretion, to reinstate him without membership fee.

38. At any time, if in the of opinion committee that the interests of the HKLUG so require, by letter to invite any member to withdraw from the HKLUG within a time specified in such letter, and in default of such withdrawal to submit the question of his expulsion is to a special general meeting to be held within six weeks after the date of such letter. Not less than four weeks' notice of the meeting shall be given to the members. It shall be the duty of the secretary to inform the member in question of the time and place of the meeting and of the nature of the complaints against him in sufficient time to afford him a proper opportunity of offering his explanation. At such meeting the member shall be allowed to offer an explanation of his conduct verbally or in writing, and if thereupon two-thirds of the committee members and non-committee members present shall vote for his expulsion he shall thereupon cease to be a member of the HKLUG. Provided that the voting at any such extra-ordinary meeting shall be by ballot if not less than five committee members present thereat shall so demand. It shall be in the power of the committee to exclude such member from the HKLUG until Such extra-ordinary meet shall be held.

39. All person shall, upon ceasing to be a member of the HKLUG, forfeit all right to and claim upon the HKLUG and its property and funds.

REGISTER OF MEMBERS

40. Full particulars of the members, inter alias, name, address, occupation and their post in HKLUG, must be recorded in the Register of HKLUG. Such Register shall be kept by the treasurer of HKLUG or other committee member appointed by the resolution of the committee from time to time at the office of HKLUG or such place decided by the resolution of the committee meeting from time to time.

41. Upon the request by any member in written notice not less than three days, the committee shall confirm the identity of any other member status he suspect, or full entry particulars of his membership. In pursuant to the Personal Data (Privacy) Ordinance, the committee will not provide any full particulars of the member identity in question.

42. Any person shall make request to clarify identity of a HKLUG member in written notice not less than seven days, the committee shall only confirm the identity of the member he suspect upon he pay a prescribed fees determined by committee from time to time. In pursuant to the Personal Data (Privacy) Ordinance, the committee will not provide any full particulars of the member identity in question.

43. Each membership is entitled to inspect his own register record provided he give sufficient notice to the committee. Each member shall have right to make amendment or correction to his registered record.

APPOINTMENT OF EX OFFICIO MEMBERS

44. The management of the HKLUG, except as otherwise provided by these rules, shall be deputed to a committee of not more than 10 members, who shall be elected at the annual general meeting. In addition thereto the chairman, treasurer and trustees shall be ex officio members of the committee. Any such member shall have salary payment in service contract basis provided that he delegate his full time job duty to the HKLUG.

ELECTION OF COMMITTEE MEMBERS

45. The committee shall have power to appoint a regular member to fill any casual vacancy on the committee until the next annual general meeting. Any regular member so appointed shall retire at the next annual general meeting but shall be eligible for election as a member of the committee at such meeting.

46. The chairman, treasurer and other committee position shall be elected by the committee, and they shall respectively hold office until retirement, death or resignation, unless removed from office by a resolution of the committee.

THE POWER OF COMMITTEE

47. The committee may from time to time make, repeal, and amend all such regulations not inconsistent with these rules as they shall think expedient for the management and well-being of the HKLUG, and may thereby impose reasonable fines for any breach of such regulations. Any member who has incurred a fine shall be notified thereof by the secretary, and requested to pay the same forthwith, and in default of his paying the same within one month from the date of such notice, he shall cease to be a member. Any regulations made by the committee under this rule shall be binding upon the members until repealed by the committee, or set aside by a resolution of a extra-ordinary or annual general meeting of the HKLUG.

CHARIMAN OF MEETING

48. The chairman of each meeting shall be selected at the beginning of the meeting, to such a person of committee member deemed fit to hold that meeting, such person need not be the chairman of the committee.

MEETING

49. The annual general meeting of the HKLUG shall be held in the three-quarter of a year upon a date and at a time to be fixed by the committee for the following purposes:

    1. to receive from the committee a report, balance sheet and statement of accounts for the preceding financial year, and an estimate of the receipts and expenditure for the current financial year;

    2. to fill the vacancies in the committee and to appoint an and/or [or to elect auditors] for the ensuing year;

    3. to decide on any resolution which may be duly submitted to the meeting as hereinafter provided.

50. Any member desirous of moving any resolution at the annual general meeting shall give notice thereof in writing to the secretary not less than three weeks before the date of such meeting.

51. The committee may at any time for any special purpose call a extra-ordinary meeting, and shall do so forthwith upon the requisition in writing of any ten members stating the purposes for which the meeting is required.

52. Fourteen days at least before the annual general meeting, or any extra-ordinary meeting, a notice of such meeting and of the business to be transacted thereat shall be posted in the web site of the HKLUG, and a notice thereof shall be sent to every member by email, and no business other than that of which notice has been so given shall be brought forward at such meeting. The report, balance sheet, statement of accounts and estimate shall be placed in the web site of the HKLUG fourteen days at least before the annual general meeting.

QUORUM

53. The quorum of annual general meeting, the committee members including the chairman shall not be less than five; the quorum of extra-ordinary meeting, the committee members or by their proxy shall not be less than five; the quorum of general meeting or any other meetings held for administration purpose, the committee members or by their proxy shall not be less than three; failure to fulfill this prerequisite condition, the meeting be adjourned sine die to a day to be announced not exceed fourteen days The new appointment date of adjourned meeting shall not exceed forty-five days.

AMENDMENT TO MEETING

54. No amendment, other than a motion for adjournment, shall be moved to any resolution proposed at any annual or extra-ordinary meeting unless written notice thereof shall have been sent to the secretary not less than seven days prior to the meeting. Whenever any such notice shall be given the same shall be forthwith posted in the web site of the HKLUG and all any other place deemed fit by committee.

VOTE

55. In the general meeting or all other meeting except the meetings in sections 52, 53 and 54, a resolution shall be passed the majority votes of the committee members.

56. In the extra-ordinary meeting a resolution shall be passed the two-third votes of the committee members.

57. In the annual general meeting a resolution shall be passed the two-third votes of the members.

58. In the extra-ordinary meeting for removal of chairman of a committee, a resolution shall be passed the two-third votes of the committee members.

PROXY

59. Subject the these rules, on a poll votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointer. The instrument appointing a proxy shall be notified and delivered to the HKLUG not less than forty-eight hours before the time of holding the meeting at which the person named in such instrument proposes to vote.

60. Any instrument appointing a proxy shall be in the following form:-

To: HKLUG

[name] of [address] being a member of HKLUG hereby appoint [name] of [address] as my proxy to vote for me and on my behalf at the [annual/special/general] meeting of the HKLUG to be held on the ______ day of _____ and at any adjournment thereof.

Sign this _________. day of _________ .

61. Only the regular member of HKLUG can act as the proxy of a committee member.

62. No person can act as proxy for two committee members in any single meeting.

REMOVAL OF COMMITTEE MEMBERS

63. A committee member shall be automatically removed from the board forthwith if he no longer a regular member or member of the HKLUG.

64. A committee member may be motioned to be removed from the board by the extra-ordinary meeting if he fail or neglect to performance the duty being a committee members.

65. Any committee members fail to personally attend any 3 consecutive meetings for administration purpose shall be moved to answer the board the reason thereof in a general meeting. In failure to provide a satisfactory explanation that shall constitute a fact of failure to performance of his committee duty.

66. Any committee member can not be physically residence and present in Hong Kong over half year shall be removed from the board of committee by extra-ordinary meeting, except he can duly perform his duty.

ROTATION OF COMMITTEE

67. At the annual general meeting, the regular members of HKLUG will elect a new board of committee for the coming year. The election will be held and supervised by the Election Affair Commissioner. The rules and regulations for such election will be made by this Commissioner with appropriate measurement of all the circumstance for the purpose of ensuring that elections are conducted openly, honestly and fairly. Upon the new board are elected, all the members of the committee shall retire. Every regular member of the HKLUG shall be entitled to vote for as many candidates as there are vacancies to be filled and no more.

ACCOUNT

68. The committee shall meet at least once in every quarter year to examine the accounts and arrange the affairs of the HKLUG. At least five members of the committee shall form a quorum. Minutes shall be taken of all the proceedings of the committee and post in the website, and shall be open to the inspection of any regular member of the HKLUG applying to the secretary therefor.

69. The financial year of the HKLUG shall end one month before the date of holding AGM in each year, to which day the accounts of the HKLUG shall be balanced.

70. The accounts shall as soon as practicable after the end of the financial year be audited by an appointed person or such person having accounting knowledge, who shall be appointed at each annual general meeting, and who shall not be a member of the HKLUG The auditors shall audit the accounts of the HKLUG not less than fourteen days before the annual general meeting. A vacancy occurring in the office of auditor during the year shall be filled by the committee.

ASSENT

71. Every new elected committee members who take their seat in the committee should be subjected to the condition that they should assent to the terms of agreement. And they shall be to perform their duty in almost good faith thereof. Their assent shall be evinced by the endorsement of this agreement.

DISSOLUTION

72. If at any general meeting a resolution for the dissolution of the HKLUG shall be passed by a majority of the regular members present and at a special general meeting held not less than six weeks thereafter (of which not: less than four weeks written notice shall have been given to each member) and at which not less than one-half of the regular members shall be present that resolution shall be confirmed by a resolution passed by a majority of three-fourths of the regular members voting thereon, the committee shall thereupon, or at such future date as shall be specified in such resolution, proceed to realize the property of the HKLUG and after the discharge of all liabilities shall divide the same equally or ratably in proportion to the amount each regular member has paid in membership fee among all the regular members, and upon the completion of such division the HKLUG shall be dissolved.

TRUSTEE

73. The number of trustees shall be not more than 10, nor less than 2, and the property of the HKLUG (other than cash which shall be under the control of the treasurer) shall be vested in them. They shall deal with the property of the HKLUG as directed by resolution of the committee (of which an entry in the minute book shall be conclusive evidence), and they shall be indemnified against risk and expense out of the HKLUG property. The trustees shall hold office until death or resignation or until removed from office by a resolution of the committee who may for any reason which may seem sufficient to a majority of them present and voting at any meeting remove any trustee or trustees from the office of trustee. Where by reason of any such death resignation or removal it shall appear necessary to the committee that a new trustee or trustees shall be appointed or if the committee shall deem it expedient to appoint an additional trustee or additional trustees the committee shall by resolution nominate the person or persons to be appointed the new trustee or trustees. For the purpose of having effect to such nomination the chairman is hereby nominated as the person to appoint new trustees of the HKLUG within the meaning of section 36 of the Trustee Ordinance and he shall by deed duly appoint the person or persons so nominated by the committee as the new trustee or trustees of the HKLUG and the provisions of the Trustee Ordinance shall apply to any such appointment. Any statement of fact in any such deed of appointment shall in favour of a person dealing bona fide and for value with the HKLUG or the committee be conclusive evidence of the fact so stated.

SECRET PROFIT

74. No member shall, except for professional services rendered at the request of the committee and under rule 44, on any pretence or in any manner receive any profit, salary, or emoluments from the funds or transactions of the HKLUG.

75. No member shall give the address of the HKLUG in any advertisement, or use the HKLUG address or its post box number for business purposes.

VISITOR

76. Every member shall be allowed to introduce visitors subject to such regulations as shall be made from time to time by the committee, and every visitor shall be considered the guest of and be accompanied by the member introducing him. provided that no person shall be introduced as a visitor into the HKLUG who shall have been expelled from membership or whose conduct or presence in the HKLUG house shall be considered by the committee objectionable or prejudicial to the interests of the HKLUG.

MISCALLANEOUS

77. Regulations made by the committee may lay down the conditions upon which all game may be played in the place in charge of the HKLUG and may prohibit any games the playing of which are unlawful or would in the opinion of the committee be injurious to the interests of the HKLUG.

SCHEDULE II

Referential Authority

Referential documents to the object of HKLUG are hereinbelow listed, each members should be always consider and act in accords with all his/her reasonable effort in regarding in his/her circumstance from time to time.

Linux User Group HOWTO, by Kendall Grant Clark, v.1.6.2, 24 April 1998

AS WITNESS by :

[Signature of all parties]