To provide for the incorporation of St. Stephen’s College Council.
(Amended 7 of 2006 s. 3)
[27 May 1932]
(Format changes—E.R. 2 of 2022)
This Ordinance may be cited as the St. Stephen’s College Council Incorporation Ordinance.
(Amended 7 of 2006 s. 4)
In this Ordinance, unless the context otherwise requires—
Chairman (主席) means the Chairman of the Council; Church (香港聖公會) means the Hong Kong Sheng Kung Hui, a body corporate existing under and by virtue of the Hong Kong Sheng Kung Hui Ordinance (Cap. 1157) and includes its predecessor the Diocese of Hong Kong and Macao of the Chinese Anglican Church in Hong Kong; College (書院) means the educational institutions carried on by the Council known for the time being as St. Stephen’s College and St. Stephen’s College Preparatory School; Constitution (章程) means the Constitution of the Council; Council (教委會) means the St. Stephen’s College Council incorporated under section 2; management committee (校董會) means the managers of the College; Secretary (秘書) means the Secretary of the Council; Standing Committee of the Church (香港聖公會常備委員會) means the Standing Committee of the Synod of the Diocese of Hong Kong Island of the Church or its successor or its replacement from time to time.(Added 7 of 2006 s. 5)
The Council of the College shall be a body corporate, and shall have the corporate name, “St. Stephen’s College Council”, and in that name shall have perpetual succession and shall and may sue and be sued in all courts in Hong Kong and shall and may have and use a common seal. (Amended 55 of 2000 s. 3; 7 of 2006 s. 6)
The Council shall hold such meetings as are specified in this Ordinance and the Constitution. (Replaced 7 of 2006 s. 6)
The Council shall consist of such members as shall be provided for in the Constitution who shall be appointed and removed from office in accordance with the Constitution. (Replaced 7 of 2006 s. 6)
The Chairman and the Secretary shall be appointed and removed from office in accordance with the Constitution. (Replaced 7 of 2006 s. 6)
The objects of the Council are—
to carry on and extend the work for which the College was originally founded by offering to the youth of Hong Kong and elsewhere a modern, well-balanced and liberal education upon the Christian principles as professed by the Church;
subject to the power under section 32 or 40AD of the Education Ordinance (Cap. 279), to establish, sponsor, operate and manage the College and other schools and educational institutions in Hong Kong and elsewhere;
to oversee the performance of the management committee or the incorporated management committee;
to carry out and perform any other lawful act, work, enterprise or thing of a charitable nature; and
to do all things that are necessary for or incidental or conducive to any of the above objects.
(Replaced 7 of 2006 s. 7)
The Council shall have—
all powers and duties prescribed in this Ordinance; and
all powers and duties specified in the Constitution which do not conflict with this Ordinance.
The Council may delegate its powers in accordance with the Constitution.
(Replaced 7 of 2006 s. 8)
The common seal of the Council shall be affixed only with the authority of a resolution of the Council.
The affixing of the common seal of the Council shall be authenticated by the signatures of 2 members of the Council.
(Replaced 7 of 2006 s. 9)
The Constitution may contain—
provisions to regulate—
the composition of the Council;
the operation of the Council and the control of its expenditure;
the management of the Council property and College property of all kinds; and
the performance generally of the Council’s functions;
provisions providing for the powers and duties of the Council; and
all other related or incidental provisions which do not conflict with this Ordinance.
Subject to the provisions of this Ordinance and the Constitution and to the prior approval of the Standing Committee of the Church, the Council may from time to time adopt, alter, amend, add to or repeal the Constitution.
The Constitution is not subsidiary legislation.
(Replaced 7 of 2006 s. 10)
Subject to the provisions of this Ordinance and the Constitution, the Council may from time to time—
adopt or change its emblem or emblems; and
adopt or change the emblem or emblems of the College.
(Added 7 of 2006 s. 11)
The Council shall forward to the Registrar of Companies for registration—
notice of the address of the Council and any change of the address;
a copy of the Constitution and any amendment to it, certified as correct by the Chairman or the Secretary; and
the names of members of the Council and any change of the names, certified as correct by the Chairman or the Secretary.
Notification under subsection (1) shall be made within 28 days after the commencement date* of the St. Stephen’s College Incorporation (Change of Name of the Council of St. Stephen’s College and General Amendments) Ordinance 2006 (7 of 2006) or, in the case of any amendment or change, within 28 days of such amendment or change, as the case may be.
Any person may inspect any of the documents registered under this section upon payment of such fee as may be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) for the inspection of a document. (Amended 28 of 2012 ss. 912 & 920)
The Council shall pay such fee for registering any document with the Registrar of Companies under this section as may be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) as if the Council were a company not having a share capital. (Amended 28 of 2012 ss. 912 & 920)
(Added 7 of 2006 s. 11)
Every Council member, office-bearer and officer and any person employed by the Council as auditor shall be indemnified by the Council against all losses, costs and liabilities for any act, deed or matter done for and on behalf of the Council for which he is sued by any person (not being the Council) in his own name.
(Added 7 of 2006 s. 11)
For the avoidance of doubt, the identity of the body corporate incorporated under section 2 shall not be affected by the commencement of the St. Stephen’s College Incorporation (Change of Name of the Council of St. Stephen’s College and General Amendments) Ordinance 2006 (7 of 2006).
(Added 7 of 2006 s. 11)
Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them.
(Amended 55 of 2000 s. 3)