As resolved in its Extraordinary General Meeting on June 17, 2001, DOGA has re-organized its structure to
enable its alumni activities to be run more effectively. As part of the re-organization, a new limited liability company, DOGA Ltd., was incorporated on August 27, 2001 to form the core of the new structure. To read more about the reorganization, please see below.
Each existing member of DOGA is requested to sign a CONSENT FORM to transfer her records from DOGA the new DOGA Ltd. Please click here to download the Consent Form, complete it and mail it back to DOGA Ltd. c/o DGS, 1 Jordan Road, Kowloon, HKSAR.
Diocesan Old Girls' Association Limited - Re-organisation Summary
Diocesan Old Girls' Association ("the Association")
DOGA is an "association" registered under the Societies Ordinance. It is thus not a separate legal entity, and is incapable of holding property in its own right. General Committee ("GC") members become personally liable on the Association's contracts.
To enable alumni activities to be carried out more effectively, the DOGA group ( "the Group" ) is being formed by the Association setting up 2 new arms:-
---- firstly , DOGA Ltd. ( "New Company" ), to promote closer relationship amongst past and present students of the School; and,
---- secondly, DOGA Foundation ( "Foundation" ), to carry out charitable objects by inter alia, promoting education, religion, providing relief to the needy and protection of the environment.
Both arms will be incorporated as limited companies in Hong Kong under the Companies Ordinance (Cap. 32), giving them separate legal entities with right to hold property in perpetuity, and to carry out activities with limitation on liability. Requirements of the Companies Ordinance regarding finance and formal audits will give greater protection to Members, the GC and donors.
The New Company was duly incorporated on 27th August, 2001 as a company limited by guarantee. Each Member guarantees to pay HK$20.00 should DOGA Ltd. be wound up within one year of her ceasing to be a Member. The number of Members is unlimited.
Existing Members of the Association (who have fully paid up their fees to the Association) will be entitled to join the New Company as Life Members without paying any new subscription fee. However, to comply with the Personal Data (Privacy) Ordinance, it would nevertheless be necessary for a Consent Form to be delivered by the Member, consenting to the release of her record to the New Company. Please click here to download the Consent Form. Please complete and sign the Consent Form and send back to DOGA Ltd. at 1 Jordan Road, Kowloon, HKSAR.
Any person who has completed at least one academic year at the School can be admitted by the GC to be a Life Member. Past or present teaching staff of the School may be invited to be an "Associate" Member and "Honorary" Membership may be conferred by the GC on appropriate persons. All Life Members are entitled to receive notices, attend meetings, have one vote, form quorum, and propose GC members, although Non-Resident Life Members will not be able to act as GC Members.
The New Company is managed by the GC, which has a maximum of 21 members (with power to the General Meeting to vary the number). With more enthusiastic participation, rules to facilitate election of GC members have been put into place whereby 28 days' notice of AGM will be given, accompanied by nomination forms. Any candidate securing the signed proposal by 3 Life Members should return such form to the GC 14 days before the AGM. If there are more candidates than vacancies, the GC shall notify all Life Members 5 days before the AGM, of all the candidates standing for election. The GC shall be elected at the AGM, when each Life Member shall be entitled to cast one vote.
To reflect the importance of the post, candidacy for the President will require 2 years' prior service on the GC, and each of the 2 Vice-Presidents will require 1 year's prior service on the GC (elections for the first 2 years being exempted). The 2 headmistresses continue to act as the Hon. Vice-Presidents. In addition, the President of the Association shall be ipso facto, a Member of the GC, and have a separate vote.
The New Company aims to promote fellowship amongst old girls not only by carrying out local activities, but also by liaising with and setting up formal relationship or entities with groups of old girls who are overseas. To cater for the growing interest and greater participation, it will set up sub-groups, interest groups and clubs within a legal framework. It also introduces a more outward-looking aspect to the Association, by enabling it to carry out the School motto of "Daily Giving Service" within society.
The activities of the New Company are expected to be, by and large, self-financing.
DOGA Foundation ( "the Foundation" )
This is the charitable arm of the Group. It is proposed to be incorporated under the Companies Ordinance (Cap. 32) as a company limited by shares being wholly owned by the New Company, DOGA Ltd.
By spinning off in entirety the charitable activities, such as donations, scholarships, educational projects and public welfare into this separate legal entity, we stand in a better position to claim tax exemption in satisfying the test of being "exclusively charitable". This will facilitate fund-raising by the Foundation and conserve the Foundation's assets.
The Foundation will have its own GC which will be governed by provisions identical to those of DOGA Ltd. It is envisaged that in the beginning, at least, the GC's of the 2 organizations will be identical. However, there is leeway for the growth of 2 independent GC's should the need arise.
It is planned that upon the Foundation becoming a registered charity, the Association will donate to it the bulk of its assets.
Logo and IP rights
The New Company will have its own distinctive logo which it may license to the Foundation and related groups and bodies upon terms. Copyrighted works held by companies within the Group, or overseas bodies, are planned to be cross-licensed to facilitate future use.
With the re-organization, our alumni is moving forward to an exciting period of development. We look forward to your active participation and support.
|Submitted by DOGA Legal Committee
October 15, 2001