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Company Limited by Guarantee
and not having a Share Capital
______________

MEMORANDUM OF ASSOCIATION

OF

HONG KONG TENNIS MINISTRY ASSOCIATION LIMITED
________________

 1. The name of the Company is HONG KONG TENNIS MINISTRY ASSOCIATION LIMITED” (hereinafter called the “Ministry”).

 2. The Registered Office of the Ministry will be situated in Hong Kong.

 3. The objects for which the Ministry is established are : -

 (a) To preach and teach the Gospel of Jesus Christ, and to advance the Kingdom of God and to plan implement a strategy of Christian evangelism in Hong Kong and different parts of the world; to propagate the Gospel and teaching of Jesus Christ by reaching the unreached tribes and people of the world and to work with all Churches and other Christian groups by providing training for local and overseas youth for leadership roles in preparation to evangelise the world

 (b) To establish, manage, administer and operate any church or churches, clinic or clinics, club or clubs, or educational or charitable institution or institutions as the Ministry shall think fit;

 (c) To communicate the Christian Gospel by means of publication, advertising, correspondence and correspondence courses, cassette audio tapes, radio and television programmes, closed circuit television productions, films, drama, and by any other means which may be from time to time decided;

 (d) To advance the Christian message through the exaltation of Jesus Christ in all of its materials in all forms of communication and this will be expressed in a ministry of a practical nature including medical, sports, spiritual and financial help for the hungry, refugees, orphans, drug addicts, the elderly, and the mentally and/or physically handicapped;

 (e) To provide non-profit making Christian schools or clubs for instruction and training for both children and adults;

 (f) Only in furtherance of the objects of the ministry to purchase, take on lease or in exchange, hire or otherwise acquire any land, building and other property, to erect and maintain any building on such land and to enter into any contract or any other obligation in connection with the erection of such buildings or the leasing management of any land building or property of the Ministry;

 (g) Only in furtherance of the objects of the Ministry, but not otherwise, to  grant, sell, convey, assign, surrender, exchange, partition, yield up, mortgage, demise, reassign, transfer or otherwise dispose of any land, building,  messuage, tenement, mortgage, debenture, fund, share or security which is for the time being vested in or belonging to the Ministry upon such terms as the Ministry may deem fit;

 (h) To borrow any money required for the purpose of the Ministry upon such terms and on such securities as may be determined;

 (i) To invest the monies of the Ministry not immediately required upon such securities or otherwise in such manner as may from time to time be determined;

 (j) To open and operate bank accounts, to draw, make, accept, endorse, discount, execute and issue cheques, promissory notes, drafts, bills of exchange, warrants, and other negotiable or transferable instruments;

 (k) To accept donations, endorsements, pledges, low-interest loans, interest-free loans and to take and accept any gift of property and to receive property by devise or request for all or any of the purposes herein provided;

 (l) To subscribe to and promote the aims of any society or organisation having similar objects to all or any of the objects of the Ministry and to encourage and support any society, association or movement of charitable nature having objects similar to the Ministry for the improvement of              social welfare services and to grant donations for any charitable purpose; which shall prohibit the distribution of its income or property to an extent at least as great as is imposed on the Ministry by virtue of clause 5 hereof;

 (m) For the purpose of the Ministry to establish, maintain, operate, manage and carry on a school or schools, club or clubs or a class or classes where students may obtain free of charges or at a moderate fee a sound education;

 (n) For the purposes of the Ministry, to establish, manage, maintain and operate free or otherwise at moderate charges public reading and/or lending libraries reading rooms or writing rooms and to furnish the same with stationery, books, magazines, newspapers and other publications;

 (o) To establish, manage, maintain and operate at moderate charges, orphanage, hostels and clubs for the promotion of the welfare of the poor and for the relief of distress and the activities are non-profit-making;

 (p) To print and publish publications, newspapers, periodicals, books, or leaflets for the promotion or advancement of the objects of the Ministry and to promote, advertise and generally make known the objects and activities of the Ministry;

 (q) To enter into any arrangement or contract with any government or authority, supreme, municipal, local or otherwise or with any person or company that may seem conducive to the objects of the Ministry or any of them and obtain from any such government, authority, person or company any right, privilege and concession which the Ministry may through its directors think desirable to obtain and carry out, exercise and comply with any such arrangement, contract, right, privilege and concession;

 (r) To establish, superintend, administer and manage a charitable benevolent fund from which donations or advancements may be made to such poor and deserving person or persons and to accept donations or subscriptions specifically made to such charitable benevolent fund;

  (s) For the purposes of the Ministry, to build, rebuild, alter, vary, renew, maintain and repair any land, building or messuage of the Ministry either alone or jointly with any other person or persons; to obtain vacant possession of any land, building, or messuage belonging to the Ministry by any lawful means whatsoever and in particular by application for exclusion orders or other orders under the Landlord and Tenant Ordinance or any ordinance amending or replacing, the same and to pay compensation to occupiers for vacating any land, building or messuage belonging to the Ministry;

 (t) To provide and supervise training programmes to any person or persons for the purposes of the Ministry and other churches;

 (u) To promote and hold Sunday-Church-Services Home and Cell Group Meetings, Youth Meetings, Bible Studies etc.

 (v) To do all such other lawful things as are incidental or conducive to the attainment of any or all of the above objects;

Provided that : -

 (i) In case the Ministry shall take or hold any property which may be subject to any trusts, the Ministry shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

 (ii) The objects of the Ministry shall not extend to the regulation of relation between workers and employers or organisation of workers and organisation of employers.

 (iii) The powers set forth in the Seventh Schedule of the Companies Ordinance  (Chap. 32) are hereby excluded.

 4. The liability of the members is limited.

 5. The income and property of the Ministry, whencesoever derived, shall be applied solely towards the promotion of the objects of the Ministry 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 by way of profit, to the members of the Ministry.  Provided nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer, servant or member of the Ministry, in return for any service actually rendered to the Ministry, or in payment of out-of-pocket expenses or reasonable and proper rent for premises or let by any member to the Ministry, but so that no member of Ministry Council or the Governing Body of the Ministry shall be appointed to any salaried office of the Ministry, or any office of the Ministry paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Ministry to any member of such Council or Governing Body, except repayment of out-of pocket expenses and interest, aforesaid on money lent or reasonable and proper rent for premises demised or let to the Ministry.  Provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Board of Council or governing body may be a member and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of such payment and to those holding pastoral position and provided always that:

(1) the number of remunerated council members must be less than a majority of quorum for meetings of the Board of Council as prescribed in the articles of association;

(2) remunerated Council members must be absent from meetings and discussions concerning their own appointment, conditions of service and remuneration and must not vote thereon.

 6. Every member of the Ministry undertakes to contribute to the assets of the Ministry in the event of its being wound up while he is a member, or within one year afterwards, for the payment of the debts and liabilities of the Ministry contracted before he ceases to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one hundred dollars.

7. If upon the winding up or dissolution of the Ministry 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 Ministry, but shall be transferred to some other institution or institutions, having objects similar to the objects of the Ministry , 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 Ministry under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the members of the Ministry at or before the time of dissolution and in default thereof by a judge of the High Court of Hong Kong 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.

8. True account shall be kept of the sums of money received and expended by the Ministry, and the matters in respect of which such receipts and expenditure take place, and of the properties, credits and liabilities of the Ministry; and subject to reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with the regulations of the Ministry for the time being in force, shall be open to the inspection of the members.  Once in every year the accounts of the Ministry shall be examined, and the correctness of the balance sheet ascertained by one or more authorised auditor or auditors.

WE, the several persons whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association.

Names, Addresses and Descriptions of Subscribers

   KRAFT, ROBERT EARL
   Uptown Plaza
   Flat F, 19th Floor, Block 5
   Tai Po, New Territories
   Hong Kong
   Pastor

   PANG WAI LIM
   Flat F, 7/F., Ilford Court
   Perth Garden, 5-9 Perth Street
           Hong Kong
   Accountant

Dated the      day of
WITNESS to the above signatures:
 

   WONG KA YEE
   Secretary
   Room1101-2, HSH Mongkok Plaza
   794-802 Nathan Road
   Kowloon, Hong Kong