### Kadoorie Farm and Botanic Garden Corporation Ordinance 《嘉道理農場暨植物園公司條例》

1. Short title
This Ordinance may be cited as the Kadoorie Farm and Botanic Garden Corporation Ordinance.

2. Interpretation
In this Ordinance, unless the context otherwise requires—
Association (協會) means the Incorporated Trustees of the Kadoorie Agricultural Aid Association;
auditor (核數師) means a certified public accountant (practising) as defined by section 2(1) of the Accounting and Financial Reporting Council Ordinance (Cap. 588); (Amended 23 of 2004 s. 56; L.N. 66 of 2022)
Board (董事局) means the Board of the Kadoorie Farm and Botanic Garden Corporation established by section 7(1);
Chairman (主席) means the Chairman of the Board appointed under section 9 or any other member when acting under section 10 as the Chairman;
Corporation (公司) means the Kadoorie Farm and Botanic Garden Corporation established by section 3(1);
Executive Director (執行董事) means the person appointed under section 15(1) to be the Executive Director;
Kadoorie Farm and Botanic Garden (嘉道理農場暨植物園) means the farm and botanic garden called by that name and situated at Paak Ngau Shek, New Territories and such other land as may be acquired by the Corporation from time to time;
member (成員) means a member of the Board;
Trustees (受託人) means the Incorporated Trustees of the Kadoorie Foundation.(Amended L.N. of 391 of 1996)

3. Establishment of the Corporation
(1) There is established a body corporate called the Kadoorie Farm and Botanic Garden Corporation.
(2) The Corporation has perpetual succession and a common seal and is capable of suing and being sued.

4. Functions of the Corporation
The functions of the Corporation are—
(a) to manage and control the Kadoorie Farm and Botanic Garden for the public benefit as a centre for conservation and education with the aim of increasing the awareness of the environment;
(b) to provide a sanctuary for animals and birds;
(c) to collaborate with organizations or institutions with similar aims or of a similar nature whether in Hong Kong or elsewhere;
(d) to support accepted principles and standards for the protection of biological diversity; and
(e) for the purposes set out in this section, to provide related facilities and develop the Kadoorie Farm and Botanic Garden in the manner it thinks fit.

### Kadoorie Farm and Botanic Garden Corporation Ordinance 《嘉道理農場暨植物園公司條例》

5. General powers of the Corporation
(1) The Corporation may do all things necessary for, or incidental or conducive to, the better performance of its functions or a function reasonably incidental to or consequent upon one of those functions.
(2) In particular and without prejudice to the general nature of subsection (1), the Corporation may—
(a) acquire, take on lease, purchase, hold and enjoy property, movable or immovable, and sell, let or otherwise dispose of or deal with property as it thinks fit;
(b) enter into, assign or accept the assignment of, and vary or rescind, any contract or obligation;
(c) apply for and receive sponsorships, receive donations, grants and subsidies, whether on trust or otherwise, and act as trustee of moneys or other property vested in it on trust;
(d) erect buildings or other structures on its land, lay roads on its land, make and maintain firebreaks, equip, maintain, alter, remove, demolish, replace, enlarge, improve and keep in repair its buildings, roads, reservoirs, structures, premises, furniture and equipment;
(e) appoint agents and contractors to carry out works related to its functions;
(f) fix and collect fees, subscriptions and charges and specify conditions for the use of facilities and services provided by it;
(g) reduce, waive or refund fees, subscriptions or charges fixed in the exercise of its powers under this section generally or in any particular case or class of case;
(h) conduct businesses incidental to the promotion of the Kadoorie Farm and Botanic Garden in accordance with its aims including the operation of shops, restaurants and refreshment outlets at the Kadoorie Farm and Botanic Garden;
(i) establish a new body corporate for the purpose of doing anything which the Corporation may do;
(j) collaborate with other organizations with a view to promoting the functions of the Corporation; and
(k) apply its profits however derived towards the promotion of its functions.
(3) The detailed powers set out in subsection (2) are not to be read as an exhaustive list of powers but as a descriptive list of some of the powers of the Corporation.

### Kadoorie Farm and Botanic Garden Corporation Ordinance 《嘉道理農場暨植物園公司條例》

6. Documents of the Corporation
(1) The Corporation may make and execute any document to perform or exercise its functions or powers or for a matter reasonably incidental to or consequential upon performing or exercising its functions or powers.
(2) The common seal of the Corporation is affixed as the Board authorizes and is authenticated by the signatures of any 2 members authorized by the Board, either generally or specifically, to act for the purpose.
(3) A document purporting to be executed under the seal of the Corporation is admissible in evidence and is, unless the contrary is proved, to be taken to have been duly executed.
(4) A contract or instrument which, if entered into or executed by a person not being a body corporate, would not be required to be under seal may be entered into or executed on behalf of the Corporation by a person generally or specifically authorized by the Corporation for that purpose.

7. Establishment of the Board
(1) There is established a Board called the Board of the Kadoorie Farm and Botanic Garden.
(2) The Board is the governing and executive body of the Corporation and, as such, performs the functions imposed on the Corporation and may exercise the powers conferred on the Corporation by this Ordinance.

8. Membership of the Board
(1) The Board consists of not less than 5 members and not more than 9 members who are appointed by the Trustees.
(2) A member holds office for a period of not more than 3 years as the Trustees may determine, but may be re-appointed.
(3) A member may at any time resign from the Board by written notice to the Trustees.

9. Chairman and Honorary Chairman of the Board
(1) The Trustees shall appoint a Chairman from among the members.
(2) The Chairman holds office for a period of not more than 3 years as the Trustees may determine, but may be re-appointed.
(3) Sir Horace Kadoorie is appointed the Honorary Chairman during his lifetime.
(4) The Chairman acts in addition to the Honorary Chairman.

### Kadoorie Farm and Botanic Garden Corporation Ordinance 《嘉道理農場暨植物園公司條例》

10. Proceedings of the Board
(1) At a meeting of the Board 3 of the members for the time being present at the commencement of and throughout the meeting form a quorum.
(2) At a meeting of the Board the Chairman presides.
(3) Where the Chairman is absent from Hong Kong or is, for any other reason, unable to perform the functions of his office, the members may appoint one of their number to act as the Chairman during that absence or incapacity of the Chairman.
(4) All questions for determination at a meeting of the Board are decided by a majority of votes of the members present and voting on the question and the member presiding has a casting vote in addition to his original vote where there is an equality of votes.
(5) Where a member is in any way directly or indirectly interested in a contract made or proposed to be made by the Corporation—
(a) he is required to disclose the nature of his interest at a meeting of the Board;
(b) the Board is required to record the disclosure in its minutes; and
(c) the member is not to take part in the deliberation of the Board in relation to the contract except with the permission of the Chairman and is not, in any event, to vote on a question concerning it.
(6) Subject to this Ordinance, the Board may determine all arrangements for, procedure at, and conduct of, its meetings.

11. Transaction of business by circulation of papers
The Board may transact its business by circulation of papers among members (whether a member is in or outside Hong Kong), and a written resolution which is approved in writing by all of the members is as valid and effectual as if it had been passed at a meeting of the Board.