Constitution

1. Preamble

The Hong Kong Academy of the Humanities (“the Academy”) was established as a Company Limited by Guarantee (Company No. 1637164) in April 2011 with the main aims of giving recognition to scholarly excellence and providing a platform for advocacy on behalf of the humanities in Hong Kong. It was resolved on 24 September 2020 in the 28th Executive Committee Meeting that the Academy be deregistered as a Company Limited by Guarantee and registered as a society under section 5 of the Societies ordinance (Cap. 151).

2. History

a. Beginnings

Following informal inter-university discussions of the idea of a humanities academy, which had begun in 2007, a meeting was held at a Deans Forum (arts, humanities and social sciences) on 16 October 2009. At this meeting, the project of forming a Hong Kong Academy of the Humanities (HKAH) was supported by those present. A working party of deans and senior humanities scholars from all institutions agreed on some general principles for the HKAH, including the main aims as outlined in the Preamble above. On 22 November 2010 the ad hoc committee was formed and called for all institutions of higher education in Hong Kong to nominate the most distinguished humanities scholars for election as Foundation Fellows. The ad hoc committee then assessed these nominations, and on 4 March 2011 met to elect the Foundation Fellows. A total of 39 were elected.

b. Inaugural General Meeting

On 18 April 2011 the inaugural General Meeting of Foundation Fellows was held at the University of Hong Kong, at which an Executive, consisting of a President, Vice-President, Secretary, Treasurer and six other Executive Members, was elected by secret ballot.

c. Incorporation

The Executive drew up and registered a Memorandum and Articles of Association, making The Hong Kong Academy of Humanities Limited a legal entity under the HKSAR Companies Ordinance, able to carry out financial and other executive and administrative transactions in Hong Kong from 20 July 2011. The not for profit Company was to operate as the legal infrastructure of the Hong Kong Academy of the Humanities, the Executive acting with the powers and responsibilities of Company Members and Board Members under the Ordinance.

d. Reestablishment as a Society

On 24 September 2020, the decision was taken to deregister the Academy as a Company Limited by Guarantee and registered as a society under section 5 of the Societies Ordinance (Cap. 151). This Constitution was amended accordingly.

3. Objects and Purposes

The Hong Kong Academy of the Humanities exists to carry out the following objects and purposes:

a. To advance the study of the humanities in Hong Kong;

b. To recognize scholarly eminence and early career achievement among scholars of the humanities working in Hong Kong;

c. To support local institutions of higher education in attracting high-calibre humanities scholars and incentivizing them to make successful academic careers in Hong Kong;

d. To represent the scholarly community working across Hong Kong institutions of higher education and disciplinary boundaries in the humanities, and promote their expertise to government, business, the general public, and international academic bodies;

e. To provide a platform for scholarly information-sharing, discussion and publicity on all matters and events of importance to the humanities in Hong Kong.

4. The Hong Kong Academy of the Humanities Limited

In order to operate as a licensed society in Hong Kong, the Hong Kong Academy of the Humanities shall elect once every two years, for a maximum of three (3) consecutive two-year terms a President, Vice-President, Secretary, Treasurer, Vice-Treasurer, and up to four (4) other Executive Members. Their duties will be to lead, oversee, publicize, and develop the activities of the Academy as a body.

5. Statutes

a. General Meetings of the Academy

i. The Academy shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fourteen (14) months shall elapse between the date of one Annual General Meeting of the Academy and that of the next.

ii. All General Meetings may be held at two or more places using any technology that enables the members who are not together at the same place to listen, speak and vote at the General Meeting.

iii. All General Meetings other than the Annual General Meetings shall be called Extraordinary General Meetings.

iv. The quorum for a General Meeting is one-third of Fellows as defined under 5.d.1 below.

v. The Executive as defined in 5.e.i, may, whenever they think fit, convene an Extraordinary General Meeting and an Extraordinary General Meeting shall be convened on the requisition in writing of at least one-third of the Fellows as defined in 5.d.1.

vi. The Extraordinary General meeting may be held online to enable the Fellows as defined in 5.d.1 to cast their votes on any agenda specified on the notice calling it.

b. Notice of General Meetings

i. An Annual General Meeting shall be called by the Secretary by twenty-eight (28) days’ notice in writing at the least, and a meeting of the Academy other than an Annual General meeting shall be called by fourteen (14) days’ notice in writing at the least.

ii. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, the hour, and the agenda of the General Meeting of the Academy to all Fellows, as defined under 5.d.1 below.

c. Proceedings at General Meetings

i. At every other Annual General Meeting, immediately following reports from the existing President, Secretary and Treasurer or Vice-Treasurer, all Executive positions shall be declared vacant. A secret ballot shall be held to elect (by a simple majority of Fellows present) a President, Vice-President, Secretary, Treasurer, Vice-Treasurer, and up to four (4) other Executive members who will normally serve for a minimum of two (2) and up to a maximum of six (6) years.

ii. Current Members of the Executive may stand for re-election for two (2) further, consecutive two-year terms.

iii. Nominations for Executive positions shall be made in writing, signed by the nominee and one (1) Fellow nominator, and received by the Secretary at least two (2) working days before the Annual General Meeting. Only Full Fellows may nominate office holders of the Academy.

iv. The elections shall be conducted by a returning officer who is not a nominee for election and who is nominated and approved for the purpose by a majority of those present at the Annual General Meeting.

v. The remainder of the business of the Annual General Meeting shall be conducted by the newly elected President.

d. Fellows

i. The Fellows of the Academy shall consist of any Fellows elected according to these Statutes and in good standing as specified in 5.d.iv. Fellows shall be elected in three categories depending upon the stage of their scholarly achievement: Early Career Fellow, Associate Fellow and Full Fellow. These three categories of Fellows shall have the right to vote and stand for election as Executive Members, but only Full Fellows may hold the office of President, Vice President, Secretary, Treasurer, and Vice-Treasurer.

ii. To be eligible for election as an Early Career Fellow, an Associate Fellow, or a Full Fellow of the Academy, a nominee must be a full-time academic member of an institution of higher education in Hong Kong and a resident of Hong Kong at the time of their election. Visiting scholars and academics on temporary appointments amounting to two (2) years or less are not eligible for election.

iii. A nomination shall be made in writing by at least two (2) Fellows of the Academy. The nomination of Fellows in all three categories must be made by two (2) Full Fellows; but once elected, Early Career Fellows may put themselves up for promotion to Associate Fellow with the support of one other Full Fellow nominator. The nomination shall be received by the Secretary at least two (2) months before an Annual General Meeting of the Academy. All nominations must have full supporting materials (letter of nomination and an up-to-date CV). These papers will be circulated to a working committee chaired and formed by the Secretary with the approval of the Executive and the authority to make recommendations to this Executive. Successful nominees shall receive endorsement by a secret ballot vote from a majority of at least two-thirds of the votes cast by all eligible Fellows of the Academy.

iv. Humanities scholars of exceptional distinction, as well as eminent individuals such as artists and writers, who contribute in some significant way to the humanities in Hong Kong (and who may not meet the requirements for election as Fellows under 5. d. ii above), may be nominated for election as Honorary Fellows of the Academy, using the procedure set out in 5. d. iii above. Such Honorary Fellows shall not have the rights to vote or to stand for offices of the Academy.

v. Any Fellow of the Academy who leaves Hong Kong permanently may continue as an Overseas Fellow. Overseas Fellows shall not have the rights to vote or to stand for offices of the Academy.

vi. Fellows who retire from their academic position may, upon request, elect to be officially known as Retired Fellows. This is voluntary and must be initiated by the Fellow.

vii. An annual Fellowship fee, as set by the Executive, shall be payable by all Fellows and Overseas Fellows of the Academy. Honorary and Retired Fellows shall not pay fees.

viii. Any Fellow who has been found after due process to have committed such misdemeanours or acts that might tend to bring the Academy into disrepute may be expelled or suspended from the Academy by a vote of a two-thirds majority of all eligible Fellows.

viii. All Fellows of the Academy, including Overseas, Honorary, and Retired Fellows, are entitled to use after their name the abbreviated designation “FHKAH”.

e. The Executive

i. The Executive shall consist of the five (5) office holders, namely the President, Vice-President, Secretary, Treasurer, and Vice-Treasurer, and up to four (4) other Executive Members, who shall provide leadership and management of Academy resources in order to advance the objects and purposes of the Academy as defined in paragraph 3 above. The Executive has the discretion to invite the outgoing President to stay on as an ex-officio member for one further term of two (2) years.

ii. Any three (3) Members of the Executive shall take up the duties and responsibilities of Office Bearers of the Academy in accordance with the terms of the Constitution of the Academy and the statutes of the Societies Ordinance (Cap.151) of the Hong Kong SAR.

iii. The office of an Office Bearer shall be vacated if the Office Bearer:

(a) resigns their office by notice in writing to the Academy; or

(b) becomes of unsound mind.

iv. Any casual vacancy occurring in the office of an Office Bearer shall be filled up by election. A secret ballot shall be held to elect (by a simple majority of the Executive present) an Office Bearer to fill the casual vacancy, provided that one (1) of the three (3) Office Bearers of the Academy shall be person-in-charge of the Academy.

v. With a view to the advancement of the purposes of the Academy as defined in paragraph 3 above, the Executive shall have the sole control, management and superintendence of the property, income, affairs and concerns of the Academy, within the limits set out within these Statutes as it considers necessary or desirable for the purpose of carrying into effect the objects and purposes of the Academy; and in particular the Executive shall have the following powers to act in pursuance of any of the objects and purposes of the Academy:

(a) To accept any gift of property whether subject to any special trust or not.

(b) To invest any moneys of, or belonging to, the Academy.

(c) To do all such other lawful things as are necessary to the attainment of the objects and purposes of the Academy.

vi. The income and property of the Academy shall be applied solely towards the advancement of the objects and purposes of the Academy as set out in paragraph 3 above. No Fellow of the Academy or its Executive shall carry on any trade or engage in any transaction with a view to pecuniary gain or profit of the Fellows.

vii. No Fellows shall have any personal claim on any property of the Academy and no part of the income or property of the Academy shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise by way of profit to any individual Fellows of the Academy.

viii. With regard to financial governance and operation, The Academy conducts its business with the same transparency, strictures and principles as apply to charities in Hong Kong. Specifically, no Fellows or Executive shall receive or be entitled to receive from the Academy any salary or payment of remuneration in return for services rendered, except in the case of documented expenses incurred by an Academy Fellow or any Fellow in pursuit of Academy business, undertaken at the request of the Executive and as approved by the Executive in such cases.

ix. The Executive may, so far as it seems expedient, delegate any of its powers (except this power of delegation) to such committees as it may from time to time establish.

f. Constitutional Change

i. These Statutes shall not be in any way altered, extended or diminished except by the vote of a two-thirds majority of Fellows present at a General Meeting of the Academy.

ii. New Statutes may likewise be added with the support of a two-thirds majority of Fellows present at a General Meeting of the Academy.

iii. For the purposes of such a vote on changes to the Statutes, Fellows who are unable to be present at such a General Meeting may in writing authorize another Fellow to be their proxy.

iv. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

THE HONG KONG ACADEMY OF THE HUMANITIES

“I/We, , of being members of the above-named Academy hereby appoint , of , or failing them, , of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Academy to be held on the day of 20 , and at any adjournment thereof.

Signed this day of , 20 .”

v. Where it is desired to afford to members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

THE HONG KONG ACADEMY OF THE HUMANITIES

“I/We, , of being members of the above-named Academy hereby appoint , of , or failing them, , of as my/our proxy to vote for me/us on my/our behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Academy to be held on the day of 20 , and at any adjournment thereof.

Signed this day of , 20 .”

This form is to be used in favor of/against* the resolution. Unless otherwise instructed, the proxy will vote as they think fit.

*Strike out whichever is not desired.

g. The Hong Kong Academy of the Humanities logo

i. The Hong Kong Academy of the Humanities hereby asserts exclusive copyright over the use of the Academy logo reproduced at the head of this Constitution.

ii. Fellows and appointed officers of the Academy shall not use the Academy logo except in pursuance of the objects and purposes of the Academy as set out above.