### Professional Accountants By-laws 《專業會計師附例》

7. Chairman of meetings of Council
(1) The President shall be chairman at a meeting of the Council.
(1A) (a) In this paragraph, longest serving Vice-President (年資最長的副會長) means, as between the Vice-Presidents—
(i) the Vice-President who has in aggregate served the longest period as a Vice-President; and
(ii) if both Vice-Presidents have in aggregate served the same period as Vice-Presidents, the Vice-President who has in aggregate served the longest period as a member of the Council.

(b) In the absence of the President—
(i) the longest serving Vice-President who is present shall be chairman at a meeting of the Council;
(ii) if the longest serving Vice-President is not present, the other Vice-President who is present shall be chairman of the meeting; and
(iii) if both Vice-Presidents are present but between them neither is the longest serving Vice-President, the members of the Council present shall elect one of the Vice-Presidents to be chairman of the meeting. (23 of 2004 s. 55)
(2) If, 15 minutes after the time appointed for any meeting of the Council, neither the President nor any of the Vice-Presidents is present, the members of the Council present may elect one of their number to be chairman of the meeting.
(96 of 1994 s. 34)

8. Voting at meetings of Council
(1) Subject to section 4(6) of the Ordinance, a question arising at a meeting of the Council shall be decided by a majority vote of the members present and voting.
(2) At a meeting of the Council, each member present shall have one vote on any question before the Council and, in the event of an equality of votes, the chairman shall have a second or casting vote.
(3) A member of the Council is to be regarded as being present at a meeting of the Council if he participates in the meeting by telephone, video conferencing or other electronic means, provided he is able to hear all the other members present at the meeting and all of them are able to hear him. (L.N. 44 of 2010)
(4) Voting on any question is by a show of hands, unless a ballot is demanded by a majority vote of the members present and voting. (L.N. 70 of 2011)
(5) For the purposes of paragraph (4), the reference to a show of hands, in relation to a member of the Council who is regarded as being present at a meeting of the Council under paragraph (3), includes casting a vote orally. (L.N. 70 of 2011; L.N. 129 of 2011)

### Professional Accountants By-laws 《專業會計師附例》

9. Adjournment of meetings of Council
(1) A meeting of the Council may be adjourned from time to time and from place to place, but no business may be transacted at a resumed meeting other than the business left unfinished at the meeting which was adjourned.
(2) It is not necessary to give notice of a resumed meeting unless the meeting which was adjourned has by resolution so directed.
(9 of 2022 s. 18)[cf. S. Rhodesia by-law 16]

10. Minutes of meetings of Council
Minutes of all proceedings of meetings of the Council and all committees thereof shall be entered in records kept for that purpose and any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.
[cf. S. Rhodesia by-law 17]

11. Custody and use of the common seal of the Institute
(23 of 2004 s. 55)(1) The Council shall provide for the safe custody of the common seal of the Institute.
(2) The common seal of the Institute shall not be used or affixed to any instrument except on the authority of the Council.
(23 of 2004 s. 55)

12. Procedure for election of President and Vice-Presidents
(1) No debate is allowed for the nomination of an elected member as a candidate for election as President or a Vice-President in accordance with section 1 of Schedule 1 to the Ordinance.
(2) If there is more than one candidate for election as President or there are more than 2 candidates for election as Vice-Presidents, the election must be determined by ballot.
(9 of 2022 s. 19)

13. General meetings of Institute
(1) The Council may, whenever it thinks fit, call a general meeting of the Institute.
(2) The Council shall call a general meeting of the Institute on receipt of a request in writing signed by not less than whichever is the lower of 100 certified public accountants and 0.5% (in case of a fraction rounded up to the next whole number) of the total number of certified public accountants, specifying the object of the proposed meeting.
(3) The notice calling a general meeting under paragraph (2) must be issued by the Registrar within 35 days of the receipt of the request. (9 of 2022 s. 20)
(4) At a general meeting, no business other than that specified in the notice shall be transacted.
(23 of 2004 s. 55)[cf. S. Rhodesia by-law 31]

### Professional Accountants By-laws 《專業會計師附例》

13A. Mode of general meetings of Institute
(1) The Council may resolve to enable certified public accountants to attend a general meeting of the Institute, whether physically or by electronic means, by simultaneous attendance.
(2) The proceedings of a general meeting are valid if the chairman of the meeting is satisfied that members of the Council and certified public accountants attending the meeting as a whole have a reasonable opportunity to participate in the business for which the meeting is called.
(9 of 2022 s. 21)

14. Notice of general meetings of Institute
(1) The Registrar must give notice of a general meeting of the Institute to each certified public accountant in a form and way that the Council may determine, specifying—
(a) the date and time of the meeting;
(b) the general nature of the business to be transacted at the meeting; and
(c) the place at which, or electronic means by which, the meeting is to be held, or both.
(2) The notice must be given not less than 35 days before the general meeting, unless the meeting is—
(a) a resumed general meeting referred to in by-law 16 or 18A; or
(b) a postponed general meeting referred to in by-law 18B.
(9 of 2022 s. 22)

15. Resolution
(1) A certified public accountant shall, if he wishes to propose a resolution unrelated to the ordinary annual business at an annual general meeting, give to the Registrar not less than 21 days before the annual general meeting notice of such resolution in accordance with paragraph (2).
(2) Notice of a resolution shall be in writing and shall contain—
(a) the name and signature of the certified public accountant who wishes to propose the resolution;
(b) the name and signature of the certified public accountant who wishes to second the resolution;
(c) the names and signatures of at least 48 other certified public accountants who support the resolution; and
(d) a declaration that the motion relates to matters affecting the Institute or the accountancy profession.
(3) No resolution shall be discussed at an annual general meeting unless notice under paragraph (1) has been given.
(4) The Registrar shall, not less than 17 days before the annual general meeting, send to each certified public accountant a notice containing— (23 of 2004 s. 55)
(a) the proposed resolution;
(b) the names of the proposer, the seconder and the certified public accountants who support the resolution under paragraph (2)(c).
(23 of 2004 s. 55)