An Ordinance to make provision for the incorporation of The Hong Kong Institute of Landscape Architects and for matters connected therewith.
[19 July 1996]
(Format changes—E.R. 3 of 2021)
(Enacting provision omitted—E.R. 3 of 2021)
This Ordinance may be cited as The Hong Kong Institute of Landscape Architects Incorporation Ordinance.
In this Ordinance, unless the context otherwise requires—
Constitution (章程) means the Deed of Constitution and the Rules of the Institute referred to in section 10 for the time being in force; Council (理事會) means the Council of the Institute established under section 7; Institute (學會) means The Hong Kong Institute of Landscape Architects incorporated by section 3; member (會員) means a person whose name is currently included in the Register of members of the Institute; President (會長) means the person referred to as President of the Institute in section 7 and any person acting as President in accordance with the provisions of the Constitution; Register (名冊) means the Register of members of the Institute kept in accordance with the Constitution; Secretary (秘書) means the honorary secretary of the Institute appointed under the provisions of the Constitution; year (年度) means the financial year of the Institute commencing and ending on such dates each year in accordance with the Constitution except that the period from the incorporation of the Institute to 31 March next thereafter shall be deemed to be a financial year.The Hong Kong Institute of Landscape Architects shall be a body corporate and shall be known as “The Hong Kong Institute of Landscape Architects” which shall in that name have perpetual succession and shall be capable of suing and being sued and, subject to this Ordinance, of doing and suffering all such other acts and things as bodies corporate may lawfully do and suffer.
The Institute shall have a common seal which shall not be affixed except pursuant to a resolution of the Council, and unless provided otherwise in the Constitution, in the presence of a member of the Council and of the Secretary, or such other person appointed in his place by the Council, each of whom shall sign his name.
Any document purporting to be duly executed under the common seal of the Institute authenticated in accordance with subsection (2) shall be received in evidence and shall, unless the contrary is proved, be deemed to be a document so executed.
The objects of the Institute are, subject to this Ordinance—
to promote the general advancement of landscape architecture and to facilitate the acquisition of the knowledge of the various arts and sciences concerned therewith;
to raise the standard of landscape architecture in Hong Kong and the standard of professional landscape architectural services offered by members of the Institute;
to maintain the integrity and status of and discourage dishonourable conduct and practices in the landscape architectural profession;
to represent the views of the landscape architectural profession to the public and the Government;
to apply the collective expertise of members of the Institute in an advisory role to the Government and the building industry;
to encourage the study of landscape architecture and to give awards and scholarships on such terms and conditions as the Institute may from time to time specify;
to conduct examinations and act in such other manner as may be necessary to ascertain whether persons are qualified to be accorded professional recognition by the Institute;
to facilitate the exchange of information and ideas in relation to all aspects of landscape architecture and matters in connection with the landscape architectural profession;
to encourage and foster a spirit of friendly collaboration amongst members of the Institute and with other professional bodies and their members;
to promote, support and protect the character, status and interests of landscape architects in Hong Kong;
to maintain and promote the usefulness of the profession of landscape architects for the public advantage; and
to do all such other things as are incidental or conducive to the attainment of the above objects.
Subject to this Ordinance, the Council may, on behalf of the Institute, do all such things as are necessary for, or incidental or conducive to the better carrying out of the objects of the Institute, and, in particular, but without prejudice to the generality of the foregoing, may—
acquire, take on lease, purchase, hold and enjoy any property and sell, let or otherwise dispose of the same;
enter into any contract;
provide appropriate amenities for members;
employ staff;
provide residential accommodation for staff and visiting guests;
provide or contribute to pensions for staff;
act as trustee in relation to pension schemes and funds for scholarships and prizes;
borrow money in such manner and on such securities or terms as the Council deems appropriate or expedient;
apply for and receive any grant in aid for the functions of the Institute on such conditions as the Council deems appropriate or expedient; and
invest the funds of the Institute in such manner and to such extent as the Council thinks appropriate or expedient.
At the commencement* of this Ordinance, the Institute shall succeed to all property, rights, privileges, obligations and liabilities of the unincorporated The Hong Kong Institute of Landscape Architects.
There is hereby established a council to be known as the “Council of The Hong Kong Institute of Landscape Architects”. (Amended E.R. 3 of 2021)
At the commencement* of this Ordinance, the Council shall consist of the persons holding the offices of President, Vice-President, Honorary Secretary and Honorary Treasurer of the unincorporated The Hong Kong Institute of Landscape Architects immediately before the commencement of this Ordinance, and all other persons who were members of the council of the unincorporated The Hong Kong Institute of Landscape Architects immediately before the commencement of this Ordinance.
The persons specified in subsection (2) shall hold office until the election of officers and members of the Council at the first annual general meeting of the Institute or otherwise in accordance with the provisions of the Constitution.
The management of the Institute shall be vested in the Council and all the powers of the Institute shall be vested in and exercisable by the Council except so far as this Ordinance or the Constitution otherwise requires.
The members of the Institute shall be those persons whose names are included in the Register, being—
all the members of the unincorporated The Hong Kong Institute of Landscape Architects at the commencement* of this Ordinance; and
other persons elected to membership in accordance with the Constitution.
The Deed of Constitution and the Rules of the unincorporated The Hong Kong Institute of Landscape Architects at the commencement* of this Ordinance shall be adopted as the Constitution of the Institute.
Within 14 days after the commencement of this Ordinance, the President shall deliver to the Registrar of Companies for registration a copy of the Constitution adopted under subsection (1), certified by the President as being a true copy.
The Constitution may be amended by the Institute at any time in accordance with its provisions.
It shall not be necessary to publish the Constitution or any amendment thereof in the Gazette.
Within 14 days after the commencement* of this Ordinance the President shall deliver to the Registrar of Companies for registration—
notice of the address of the Institute;
a list containing the names and addresses of the members of the Council; and
the name and address of the Secretary.
Within 14 days after the Constitution has been amended at any time under section 10, the President shall deliver to the Registrar of Companies for registration a copy of the Constitution as amended, certified by the President as being a true copy.
Within 14 days following any change in any of the particulars required by subsection (1)(a), (b) or (c) to be delivered to the Registrar of Companies, the President shall deliver notice of change to the Registrar of Companies for registration.
Not later than 6 months after the end of each year a statement of income and expenditure during that year and of the assets and liabilities of the Institute on the last day of that year prepared in accordance with the Constitution, and the report of the auditors thereon made under the Constitution shall be delivered by the President to the Registrar of Companies for registration.
Any person may inspect any of the documents registered under this section upon payment of such fees as may be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) for the inspection of a document under section 45(3) of that Ordinance. (Amended 28 of 2012 ss. 912 & 920)
The Institute shall pay such fees for registering any document under this Ordinance as may be payable under the regulations made under section 26 of the Companies Ordinance (Cap. 622) as if the Institute were a company not having a share capital. (Amended 28 of 2012 ss. 912 & 920)
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 or referred to in this Ordinance and those claiming by, through, from or under them.
(Amended 57 of 1999 s. 3)