Article I: Name
Section 1.
The name of this organization is the Hong Kong Chapter of the International Facility Management
Association, hereinafter referred to as the “Chapter” said Chapter being a unit of the International
Facility Management Association, hereinafter referred to as the “Association.”
Article II: Governing Authority
Section 1.
The Chapter is governed and operated in accordance with the laws of the Hong Kong Special
Administrative Region Government, provisions of the Association’s Constitution and Bylaws, this
Chapter’s Bylaws, the regulations and requirements for the conduct of the Chapter of the Association as
adopted from time to time by the Association’s Board of Directors and the rules and instructions of the
Chapter’s board of directors issued through its officers.
Article III: Organization
Section 1.
The Chapter is a separate entity and the Association is not financially responsible for it.
Section 2.
The Chapter shall be chartered by and shall be affiliated with the Association.
Article IV: Purpose and Policy
Section 1.
The Chapter shall foster the purposes, vision, mission, goals, core values, and Code of Ethics
of the Association in a distinct geographic area. Members of the Chapter shall strive to implement the
Association’s professional policies among themselves and in the organizations which they serve.
Section 2.
The name, funds or influence of the Chapter may be used only in support of Section 1.
Article V: Membership
Section 1.
The qualifications for membership shall conform to the requirements of the Association’s Constitution
and Bylaws. Chapter members, who do not comply with Association requirements for Chapter
membership, including payment of additional dues or fees, shall be automatically dropped from Chapter
membership.
Section 2.
Membership in the Association is a prerequisite to membership in the Chapter.
Section 3.
The provision of the Association Bylaws for disqualification, suspension, expulsion and reinstatement of
members shall govern.
Section 4.
No more than two Associate members who are employed by the same organization may belong to any
one Chapter at the same time. The Chapter may invite non-members to attend Chapter meetings and
events in accordance with such policies and procedures, if any, adopted by the Association’s Board of
Directors.
Article VI: Chapter Board of Directors
Section 1.
All Officers and Directors shall be members in good standing of the Association and shall be members of
the Chapter.
Section 2.
The management and direction of the Chapter shall be delegated exclusively to its board and only those
board members specifically named as Officers or Directors shall be eligible to vote on Chapter business.
Section 3.
(a) The Chapter’s Board shall at a minimum consist of four members including the President, Vice
President(s), Secretary, Treasurer and Immediate Past President. The maximum number of Board
Members shall be 10. (The Chapter may choose to combine the duties of the Secretary/Treasurer.)
The Chapter may choose to include on the Board additional Directors whose duties and
responsibilities shall be as approved by the Association’s Board.
(b) “Past President” shall mean a member in good standing who served to the end of a term as President
after election or succession. “Immediate Past President” shall mean the Past President, if any, who
served most recently before the commencement of the current full annual officers’ term, and who
agrees to serve in the roles assigned by these Bylaws to the Immediate Past President.
(c) Non-Officer Directors are appointed by the President and serve until the commencement of the next
Presidential term.
Section 4.
Board of Directors Meetings
(a) Regular meetings. Regular Meetings of the Chapter’s Board of Directors shall be held at the call of
the President with at least 7 days advanced notice.
(b) Special meetings. Special Meetings may be called by a majority of the Board of Directors with at
least 7 days advanced notice. The business at Special Meetings shall be limited to that of which the
meeting was called. The Chapter President shall be the presiding Officer at all Special Meetings.
Section 5.
A majority of the Board shall constitute a quorum.
Section 6.
The Chapter Board of Directors is specifically empowered to adopt rules for its own proceedings. If
Board membership falls below a quorum, the remaining Board may meet even without a quorum to
appoint sufficient members to attain a quorum.
Section 7.
Should the President resign, or otherwise be unable to fulfill his or her term of office, the succession of
Officers shall be Vice President to President. No advanced notice shall be necessary for filling a vacancy
at a regular meeting of the Board.
Section 8.
A vacancy in a Director’s position shall be filled by appointment by the Chapter President for the
remainder of the replaced Director’s term.
Article VII: Officers
Section 1.
Each elected Chapter Board member shall take office on the 1st day of July of each year and shall serve a
one-year term and until the Officer’s successor is elected. The Officers shall be elected in accordance
with the nomination and election procedure described in these Bylaws.
Section 2.
The Chapter President shall be a member of the Association in good standing and shall be a member of
the Chapter. The President shall serve as Chairman of the Board; shall preside at all meetings; shall select
the Chairs of special committees; shall seek to ensure that the Chapter is represented at the annual House
of Delegates Meeting through a delegate selection procedure in conformity with any policies adopted by
the IFMA Board of Directors; shall be an ex-officio member of all committees (except the Nominations
Committee); and shall sign all agreements and formal instruments.
Section 3.
The Chapter Vice President shall be a member of the Association in good standing and shall be a
member of the Chapter. The Vice President shall preside in the absence of the President and shall
perform other duties as assigned by the President or by the Board of Directors.
Section 4.
The Chapter Treasurer shall be a member of the Association in good standing and shall be a member of
the Chapter. The Treasurer shall collect and receive Chapter monies and securities; deposit funds and
disburse same, subject to the direction of the Board of Directors; keep accurate books of account; submit
a report at Board of Directors’ meetings; cosign all agreements and formal instruments, except those
pertaining to the office of the Secretary; and submit a report of the Treasurer’s office at an annual
meeting of the Chapter. The Treasurer shall perform other duties as assigned by the Board of Directors.
Section 5.
The Chapter Secretary shall be a member of the Association in good standing and shall be a member of
the Chapter. The Secretary shall see that notice is sent at least 7 days in advance of all meetings of the
Board of Directors and of the Chapter and shall keep accurate minutes thereof. The Secretary shall
maintain a file of all correspondence; keep a roster of committees and task forces; forward requested
material and information to the Association; cosign all agreements and formal instruments, except those
pertaining to the office of the Treasurer; and submit a report of the Secretary’s office at an annual
meeting of the Chapter. The Secretary shall perform other duties as assigned by the Board of Directors.
Section 6.
Prior to expiration of the Officer's term a Chapter Officer may be removed from office for good cause
only. A petition signed by a majority of Board members shall be necessary to initiate the removal
procedure. The petition shall state the specific causes for removal. All members of the Chapter Board
shall receive at least 7 days notice of a meeting (whether general or special) at which the removal of the
Officer will be considered. The challenged Officer shall have right to present a defense to the Chapter
Board. The Officer shall be removed from office upon a two-thirds vote of Chapter Board members
present and voting.
Section 7.
Salaries
No salaries shall be paid to members of the Board of Directors.
Article VIII: Nomination and Election of Officers
Section 1.
The President and Vice President(s) shall not hold the same office for more than two consecutive years.
Section 2.
Nominating Committee Procedure. A Nominating Committee chaired by the Immediate Past President
shall prepare a list of qualified nominees no later than 90 days before the above assumption of office date.
This list shall provide at least one name for each elective position on the Board and shall be presented to
the Chapter in a manner to be decided by the Nominating Committee not later than 60 days before the
assumption of office date. At this time, qualified voting members may submit nominations within a
designated period of time, by a designated submission method. The time period and submission method
are to be designated by the Nominating Committee.
Section 3.
Elections shall be made by written ballot delivered in a manner chosen by the committee to the qualified
voting members. The Nominating Committee shall prepare the ballot, which shall include the original list
of nominees and those nominated from the floor. Write-in space for each office shall be included in the
ballot. Each qualified voting member of the Chapter shall be provided with a ballot at least four weeks
prior to the ballot count date as set by the Chapter Board of Directors. Ballots shall be returned in the
manner and timeframe specified by the Nominating Committee.
Section 4.
Tabulation. The Nominating Committee chaired by the Immediate Past President shall designate the
method of validation and counting of ballots. A plurality shall elect to office. In case of a tie, the election
shall be determined by lot. Results shall be reported to the members by the Chapter’s Immediate Past
President.
Section 5.
The Chapter Secretary shall immediately notify the Association’s President of the results of Chapter
elections of Officers and Directors, including a complete listing of the Chapter Officers and Directors for
the coming year with their addresses and phone numbers.
Article IX: Committees
Section 1.
Committees
Chapter standing committees shall include the following: Executive Committee and Nominating
Committee. The Chapter Board of Directors shall have the power to create additional standing
committees and special committees. The Chapter President shall appoint all standing and special
committee members or delegate their selection to the committee Chair, designate their duties and may
authorize compensation for justifiable expenses.
Section 2.
Executive Committee
President(s), Secretary, Treasurer and Immediate Past President.
(b) Authority. The Executive Committee shall exercise the authority of the Board in the control and
management of the Chapter’s affairs when the Board is not in session. The Executive Committee
cannot modify action taken by the Board and the Board may modify any unexecuted action approved
by the Executive Committee.
Section 3.
Nominating Committee
(a) Composition. The Nominating Committee shall be chaired by the Immediate Past President, if
willing and able to serve, and otherwise the most recent Immediate Past President willing and able to
serve. If a member of the Nominating Committee becomes a candidate for office, that member must
resign from the Nominating Committee.
as stated in these Bylaws.
Section 4.
Authority to Act
Committee appointees by Chapter President may commence work immediately upon notification by the
President and before the announcement of their appointment at a Board or Chapter meeting.
Section 5.
Salaries
No salaries shall be paid to members of the Executive Committee, Nominating Committee and special committee.
Article X: Meetings of Members
Section 1.
Chapter meetings may be held monthly, with no less than four regular meetings held in the Chapter’s
fiscal year.
Section 2.
Meetings of Members
(a) Regular Meetings. Regular Meetings of the Chapter’s membership shall be held at the call of the
President with at least 7 days advanced notice.
(b) Special Meetings. Special Meetings may be called with at least 7 days advanced notice whenever the
majority of the Board of Directors deems it necessary or upon written request by not less than 20
percent of the Chapter membership. The business at Special Meetings shall be limited to that of
which the meeting was called. The Chapter President shall be the presiding Officer at all Special
Meetings.
(c) Annual Meeting. The Annual Meeting of the Chapter shall be held as directed by the Chapter Board
of Directors at which time reports of the committees shall be submitted. The Secretary shall submit
an annual report of the activities of the Chapter during the past term of office, and the Treasurer shall
submit an annual report of the finances of the Chapter. A copy of these reports shall also be sent to
the Association as part of the Chapter’s annual recertification report in accordance with the
Association Bylaws.
(d) A quorum to take a binding membership vote shall consist of two percent of the chapter’s
membership.
Article XI: Chapter Administration
Section 1.
Conduct of Chapter Business
(a) These Bylaws, together with the applicable provisions of the Association’s Constitution and Bylaws,
Robert’s Rules of Order (Newly Revised), and applicable state or country law shall govern the
conduct of the business of the Chapter.
(b) Rules in the nature of rules of order contained in these Bylaws may not be suspended unless such
rules provide for their own suspension.
Section 2.
Neither members nor Directors may vote, or otherwise act, by proxy.
Section 3.
The fiscal year of this Chapter shall be the same as that of the Association.
Section 4.
The Chapter shall furnish all records and reports requested by the Association’s President, including
regular reports on the financial condition of the Chapter.
Section 5.
Minutes of Board of Directors meetings, meetings of members, and committee and Special Meetings
shall be sent to the Association by the Chapter Secretary.
Section 6.
Recertification
The Chapter shall submit a request for recertification to the Association’s President each year by the date
established by the Association’s President. The request shall include such information as required by
policies and procedures adopted by the Association’s Board of Directors. The Association’s Board of
Directors shall review the request for recertification and approve or deny the request based upon the
professional activity of the Chapter and its Officers. The Board may grant conditional recertification
upon such terms and conditions as the Board deems appropriate.
Section 7.
Chapter remittance of members’ annual dues shall be set by the Chapter’s Board of Directors with
approval by the Association President.
Section 8.
Annual dues notice shall be sent by the Association at least 60 days in advance of each member’s
anniversary date and are payable when rendered. Initial dues shall accompany the membership
application.
Section 9.
Association and Chapter dues shall be payable in U.S. dollars or the equivalent directly to the
Association. Chapter remittance of members’ Chapter dues will be returned to the Chapter by the
Association in accordance with IFMA policy as stated in the Association Constitution and Bylaws.
Section 10.
No Assessments
Association Chapters do not have the power to levy any special assessment on any member of the
Association, other than regular annual dues and reasonable and necessary fees for attendance at
Association and Chapter meetings, conferences, seminars and special events. Voluntary contribution
programs for Chapter support or other purposes may be established by the Association’s Board of
Directors. The Association’s Board of Directors may, on a case-by-case basis or by adopted procedures,
allow units the ability to charge additional and/or supplemental fees for services rendered by such unit.
Section 11.
A member of the Board of Directors or of a committee shall be disqualified from participation
concerning or voting on any item of business as to which the member has a direct personal or pecuniary
interest not common to the other members of the Board or committee.
Article XII: Amendments
Section 1.
Any elected Chapter Officer or Director may propose an amendment to these Bylaws. Proposed
amendments to Chapter’s Bylaws shall first be submitted along with a copy of the complete, current
Chapter Bylaws, to the Association for approval. After Association approval, the proposed amendments
shall then be publicized to the general Chapter membership.
Section 2.
The Chapter Secretary shall send ballot forms by e-mail to all qualified voting members of the Chapter,
with all returned ballots to be returned within 2 weeks after the date that the Secretary sends out the
ballot forms. These Bylaws may then be amended by a two-thirds vote of those responding.
Section 3.
IFMA may require the Chapter to amend its Bylaws at any time to conform with IFMA’s Articles of
Incorporation, Constitution, Bylaws or adopted policies.
Article XIII: Not-for-Profit, Professional Association
Section 1.
Chapter is organized and registered as a Society under Chapter 151, Societies Ordinance, of the Laws of
the Hong Kong Special Administrative Region, and operated exclusively as a non-profit organization for
the purpose described in Article IV of these Bylaws. No surplus shall be distributed to Board of Directors, Committees or members, but shall be used to advance the purpose and object of the Chapter, in alignment with the Association.
Article XIV: Dissolution, Suspension & Termination
Section 1.
Provisions for suspension, termination, and dissolution of the Chapter shall be as provided for in the
Association Bylaws and such policies as the Association Board may adopt in support of the Bylaws. If
the Chapter is unable to dissolve and liquidate its assets, the Association’s President shall be deemed the
Chapter’s representative and may perform all acts useful and necessary for the dissolution of the Chapter
and the liquidation of its assets.”
No part of the assets of the Chapter may at any time be distributed amongst the members and the Board of Directors of the Chapter.
Article XV: Numbering of Articles and Sections
Section 1.
The Chapter Board of Directors is authorized to number the articles and sections of these Bylaws to
correspond with any changes that may be approved.
Ratified this twenty-sixth day of February, by the Hong Kong Chapter Board of Directors
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Approved by IFMA’s Board of Directors on February 5, 2019
Approved by Chapter membership on February 26, 2019.
Official copy returned to IFMA headquarters on February 26, 2019.