Article I – Name and Scope
// This organization shall be called the Hong Kong Association for Computing Machinery Special Interest Group on Computer Graphics Professional Chapter Limited, also known as Hong Kong ACM SIGGRAPH. In these bylaws it will be referred to as “the company.” The Association for Computing Machinery will be referred to as “ACM” and the Special Group on Computer Graphics and Interactive Technologies will be referred to as “ACM SIGGRAPH”.
// The scope of the Company is computer graphics, interactive techniques, and related activities.
// The Company will support activities complementary to ACM SIGGRAPH, the ACM SIGGRAPH Professional and Student Chapters in HKSAR.
Article II – Purpose
// To promote an increased knowledge of, and greater interest in, the educational, artistic and scientific aspects and applications of modern computing in computer graphics;
// To advance the art, science, engineering and application of computer graphics technology;
// To serve both professional and public interests by fostering the open interchange of information and by promoting the highest professional and ethical standards in the computer graphics profession;
// To manage, control, maintain and develop the property of the Company to meet the objectives for which the Company is established;
// To enhance exchanges and foster fellowship between the Company and the Association of Computer Machinery (“ACM”) and its Chapters;
// To enhance exchanges between the Company and other similar organizations in the HKSAR and anywhere in the world
// To foster the fellowship of the Company and other fellow organizations which share similar objects with the Company;
// To help or support the improvement and promotion of activities or plans of the computer graphics profession in the HKSAR;
// To serve members and the international computer graphics communities by providing high quality information and educational products and services;
// To create global forum that provide interaction of members of the computer graphics communities with each other, with those in other technical disciplines, and with their suppliers and customers;
// To organize conferences and educational programs on emerging technologies, capture the information presented there, and rapidly transfer this information to those who need it;
// To give assistance to activities such as lectures, exhibitions, conferences, publications and seminars for the promotion of computer graphics in the HKSAR;
// To express, publish, distribute or convey to the public the views of the members of the Company, whether in writing or otherwise, through the media or other communication channels;
// To promote the public’s interest and awareness in computer graphics in the HKSAR;
// To promote, organize, assist and support any activities which may promote, stimulate and arouse citizens’ interest and awareness in computer graphics in the HKSAR;
// To organize or assist to organize any plans or activities including but not limited to forum, conference, seminar and debate relating to computer graphics or to promote and develop interest and awareness in the field jointly with those local or overseas organizations or associations with all or any of the objects similar to those of the Company;
// To organize various conferences in the joint auspices or in cooperation with domestic organizations and other ACM Special Interest Group on Computer Graphics (“ACM SIGGRAPH”) Chapters;
Article III – Charter
// This Chapter is chartered by the ACM. It is formed and will operate under the sponsorship of the ACM, the Membership Activities Board, ACM SIGGRAPH and the SIG Board.
// This Chapter can be dissolved by consent of its members, or by action of the Membership Activities Board with the concurrence of the SIG Board.
// These bylaws neither supersede nor abrogate any of the provisions in the ACM Constitution and Bylaws or Policies and Procedures of the ACM that regulate SIG or chapter affairs.
Article IV – Membership
// The Company, for the purpose of registration, is declared to consist of an unlimited number of members.
// The Company shall consist of Voting Members and Non-voting Members.
// Membership shall be open to those who are interested in the promotion of the objects of the Company.
// Upon registration with the Company, any member of ACM or ACM SIGGRAPH shall be granted voting membership with the Company.
// Applications shall be made in writing to the Board signed by the applicant in such form as the Board shall from time to time prescribe or approve, and the Board shall have absolute discretion to accept or reject any application without assigning any reason therefor.
// Each successful membership applicant shall fall into one of the following membership categories:-
(a) Voting Members:
Corporate Voting Member: A company or organization in Hong Kong whose business is registered under Section 6 of Hong Kong Business Registration Ordinance or whose classification is under public organizations or statutory bodies whose application for membership is approved by the Board.
Individual Voting Member: An individual person who is at least 18 years old whose application for membership is approved by the Board.
Fellow: An individual who otherwise qualifies as an Individual Voting Member who produces documentary evidence of having five (5) years’ experience working in the computer graphics field whose application for membership is approved by the Board.
(b) Non-voting Members:
Student Non-voting Member: Any person studying full-time at a tertiary institution in Hong Kong whose application for membership is approved by the Board.
// All Voting Members shall have the right to vote at general meetings and nominate candidates to stand for election as Officer or Director. In addition, all Individual Voting Members and Fellows shall have the right to be elected as Officer or Director.
Article V – Officers
// The Officers of the Company shall be:-
(a) the Chair;
(b) the Vice-Chair;
(c) the Secretary;
(d) the Treasurer.
These officers shall constitute the Executive Committee.
// All officers must be voting members of ACM and of ACM SIGGRAPH.
// The names of the first Officers shall be determined in writing by the Subscribers. Subsequently, Officers shall be elected by a majority vote of the Members at a general Meeting.
// The Officers shall take office on July 1 of every year for a term of two years. The founding Officers may serve for more than two years but less than three years.
// No Member may serve as Chair or Vice-Chair for more than four consecutive years.
// Replacements for resigned Officers will be nominated by the Board. Replacements shall be appointed by the Chair on a majority vote of the Board. In the event that the Chair has resigned, an acting Chair may be appointed for the remainder of the term with a majority vote from the Board and approval by the Chair of the ACM Membership Services Board.
Article VI – Duties of Officers
// The Chair is the principal officer and is responsible for leading the Company and managing its activities in accordance with the policies and procedures of ACM. The Chair shall preside at all meetings of the Company and of its Board.
// The Vice-Chair shall preside at meetings in the absence of the Chair, assist the Chair in the management of the Company and perform other duties that may be assigned by the Chair. The Vice-Chair is also responsible for organizing and overseeing the Company’s program schedule.
// The Secretary shall keep minutes of all business and Board meetings of the Company. Other duties of the Secretary include:
(a) Maintaining the records of the Company;
(b) Preparation of the Company’s annual activity report and submission of this report to ACM Headquarters and the ACM SIGGRAPH Director for Chapters;
(c) Notification to ACM Headquarters and the ACM SIGGRAPH Director for Chapters of any changes in the officers of the Company;
(d) Submission of any proposed amendment to these Articles to the Chairs of the Membership Services Board, the ACM Constitution and Bylaws Committee and the ACM SIGGRAPH Director for Chapters for approval;
(e) Assisting the Chair in the management of the Company; and
(f) Performing other duties as assigned by the Chair.
// The Treasurer is the chief financial officer of the Company. Duties of the Treasurer include:-
(a) Managing the finances of the Company according to the policies and procedures of ACM, including paying all bills and preparing budgets for each committee;
(b) Keeping full and accurate accounts of receipts and expenditures of the Company;
(c) Completing and submitting the annual financial report to ACM Headquarters and the ACM SIGGRAPH Director for Chapters;
(d) Assisting the Chair in the management of the Company; and
(e) Performing other duties as assigned by the Chair.
Article VII – Standing Committees
// The standing committees of the Company shall be Programming and Special Events, Web Site, Membership and Public Relations.
// The Programming and Special Events Committee is responsible for the planning, arranging and execution of the Company’s activities.
// The Web Site Committee is responsible for all aspects of the Company’s web site.
// The Membership Committee is responsible for collecting dues, maintaining the member database and dealing with member inquiries throughout the year.
// The Public Relations Committee is responsible for assisting each of the other committees with their publicity needs and maintains the Chapter mailing lists.
// Committee Chairs will be approved by a majority vote of the Board.
Article VIII – Meetings
// The first general meeting of the Company shall be held at such time not being less than one or more than three months after the incorporation of the Company, and at such place as the Board may determine.
// An Annual General Meeting shall be held once in every calendar year and shall be declared as such in the notice of general meeting and the Company shall hold general meetings other than Annual General Meeting every year. An Annual General Meeting at such time (not being more than fifteen months after the holding of the last preceding Annual General Meeting, but if the first Annual General Meeting is held within eighteen months of the establishment of the Company, then there is no need to hold a general meeting in the year of establishment or the second year thereafter) and place as may be determined by the Board.
// Any general meeting other than the Annual General Meeting shall be called an Extraordinary General Meeting.
// The Board may whenever it thinks fit, convene an Extraordinary General Meeting and determine the time and place of the Extraordinary General Meeting. An Extraordinary General Meeting may also be convened by the Members in such manner as provided in Section 113 of the Ordinance.
Article IX – Disbursements and Dues
// Disbursements from the Treasury for expenditures of the Company shall be made by the Treasurer with authorization of the Board.
// Dues shall be fixed annually by the Board.
// All expenditures and dues of the Company must be verified by the Chair or Vice-Chair and the Treasurer or the Secretary before payment.
Article X – Board of Directors
// The Board of Directors shall consist of the Officers, the immediate past Chair, and chairs of the Company’s standing committees. There shall be not less than four but not more than ten Directors in the Board. The Chair shall be the presiding officer.
// The term of the Directors shall be concurrent with the terms of the Officers. Each Director shall take office on July 1 and serve for two years.
// The Board is the supreme executive body of the Company. The Company shall be run by the Board elected at an Annual General Meeting of the Company for two-year terms. On matters requiring formal decision from the Company, the proposal needs to be agreed by two-thirds of the Directors on the Board.
// Members of the Board are representative of the Individual Voting Members and Fellows of the Company. If a Director ceases to be a Member of the Company, the office of that Director shall be vacated and a replacement Director shall be elected by the Board within two months thereafter.
// Should any Director vacate his office before his term expires for any reason, the Board shall be entitled to elect any Member as a replacement for the vacating Director. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.
// The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as the number is reduced below the minimum number fixed by or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning, a general meeting of the Association, but for no other purpose.
Article XI – Amendment Procedures
// All proposed changes to these bylaw shall be approved by the Chairs of the Membership Services Board, the ACM Constitution and Bylaws Committee and the ACM SIGGRAPH Director for Chapters before being presented to the Members of the Company for a vote.
// A quorum of the Company shall be defined as 50% of the voting membership of the Company or 50 voting Members, whichever is greater
// Any such change of these Articles shall be displayed at the Registered Office for one week before recording them in the books for inspection of the Members and visitors.
Article XII – Dissolution of the Chapter
// Dissolution of the Company by consent of the Members shall consist of unanimous agreement of all its Officers together with a majority vote at a meeting which has been publicized in advance to all Members of the Company for the purpose of taking this vote.
// Should the Company be dissolved, its assets and liabilities shall be transferred to ACM and shall be supervised by the Membership Services Board.
// The provisions of the Seventh Clause of the Memorandum of Association relating to the winding up of the Company shall have effect and be observed as if the same were repeated in these Articles.