### Hong Kong Arts Centre Ordinance 《香港藝術中心條例》

12. Term of office, resignation of members, etc.
(1) Without prejudice to section 42 of the Interpretation and General Clauses Ordinance (Cap. 1), a member of the Board appointed under section 9(2)(b), (c) or (d) shall hold office for a specified period not exceeding 3 years.
(2) A member of the Board by virtue of section 9(2)(e) or (f) shall hold office for such period not exceeding 3 years as the Board may determine.
(3) A member of the Board co-opted under section 9(2)(g) shall hold office for a period of 2 years after the commencement* of this Ordinance and thereafter he shall hold office for a specified period not exceeding 3 years.
(4) A member of the Board, other than the Executive Director— (Amended 59 of 2000 s. 3)
(a) shall not hold office for more than 2 consecutive terms;
(b) subject to paragraph (a), may be reappointed, re-elected or re-co-opted as a member of the Board after he ceases to be such a member;
(c) may at any time by notice in writing to the Chairman resign from the Board.
(5) When a member of the Board, other than the Executive Director, ceases to hold office, whether by effluxion of time or as a result of resignation or otherwise, the procedure for a new appointment or reappointment, election or re-election, co-option or re-co-option, as the case may be, shall be as if the office were being filled for the first time. (Amended 59 of 2000 s. 3)
(6) In this section specified period (指明期間) means the period specified when the member of the Board was appointed or co-opted under section 9.

Editorial Note:
* Commencement date: 1 April 1986.

13. Disqualification from being a member of the Board
(1) A person shall not be qualified to be a member of the Board if he—
(a) is an undischarged bankrupt or, within the previous 5 years, has without paying his creditors in full either obtained his discharge in bankruptcy or entered into a composition with them;
(b) is the subject of a decision under the Mental Health Ordinance (Cap. 136) that he is of unsound mind and incapable of managing himself and his affairs;
(c) is otherwise, in the opinion of the Board, unable or unfit to discharge the duties or perform the functions of a member of the Board.
(2) A person disqualified under subsection (1)(b) shall be eligible to be a member of the Board if under the Mental Health Ordinance (Cap. 136) it is subsequently found that his unsoundness of mind has ceased.

### Hong Kong Arts Centre Ordinance 《香港藝術中心條例》

14. Non-attendance
If a member of the Board, other than the Executive Director, fails to attend any 3 consecutive meetings of the Board he shall, unless the failure is due to some reason approved by the Board, cease to hold office as a member of the Board.
(Amended 59 of 2000 s. 3)

15. Meetings and procedure of the Board
(1) Meetings of the Board shall, subject to subsection (2), be held at such times and places as the Chairman may appoint.
(2) The Board shall meet not less than 4 times in each year.
(3) Notice of meeting shall be given by the Secretary of the Board to each member of the Board at least 7 clear days before the day of each meeting, except in case of emergency (in the opinion of the Chairman or Deputy Chairman of the Board) when as long a period of notice as possible shall be given.
(4) Accidental omission to give notice under subsection (3) to any member of the Board shall not affect the validity of a meeting.
(5) At any meeting of the Board 6 members of the Board or not less than half the number of the members of the Board, whichever is the greater, shall be a quorum. (Amended 59 of 2000 s. 3)
(6) The Chairman shall preside at the meetings of the Board.
(7) Any question before the Board at any meeting shall be decided by a majority of votes of the members of the Board present and voting thereon and in the event of an equality of votes the Chairman shall have a casting vote in addition to his original vote.
(8) If a member of the Board has an interest (whether a pecuniary interest or otherwise) in any matter to be considered at a meeting of the Board at which he is present, he shall before the matter is considered state the fact and nature of the interest and shall, if required by the Board, withdraw while the matter is considered and in any case shall not vote thereon.
(9) Subject to this Ordinance, the Board may determine its own procedure.

16. Transaction of business by circulation of papers
The Board may transact any of its business by circulation of papers, and a resolution in writing which is approved in writing by a majority of the members of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board.

17. Validity of acts of the Board
The proceedings of the Board shall not be invalidated by any vacancy in its membership, or by any defect in the appointment or reappointment, election or re-election, co-option or re-co-option, or qualification of any member thereof.

### Hong Kong Arts Centre Ordinance 《香港藝術中心條例》

18. Power of Board to delegate
(1) Subject to subsection (2), the Board may by resolution, with or without restrictions or conditions as it thinks fit, delegate in writing any of its powers and duties to—
(a) the Executive Director;
(b) any committee created under section 22(1).
(2) Save as otherwise provided in this Ordinance the Board shall not delegate the power—
(a) to appoint the Executive Director;
(b) to create any committee under section 22(1);
(c) to approve the programme and estimates referred to in section 23(1);
(d) to appoint an auditor under section 25(1);
(e) to make by-laws under section 28;
(f) to make rules under section 29.
(Amended 59 of 2000 s. 3)

19. Power of Executive Director to delegate
(1) Subject to subsection (2), the Executive Director may, with or without restrictions or conditions as he thinks fit, delegate in writing to such person or committee of persons as he thinks fit, his powers and duties, including any power or duty delegated to him under section 18.
(2) The power conferred by subsection (1) on the Executive Director to delegate any power or duty of the Board delegated to him under section 18, and the exercise by any person or committee of persons of any such power or duty delegated by the Executive Director under subsection (1), shall be subject to any restriction or condition imposed by the Board in respect of the Executive Director’s exercise thereof under section 18.
(Amended 59 of 2000 s. 3)

20. Membership of the Centre
(1) The Board shall, within 6 months after the commencement* of this Ordinance, establish the membership of the Centre according to such types or classes as the Board thinks fit.
(2) The membership of the Centre established under subsection (1) shall consist of individual members and organization members in accordance with rules made under section 29.
(3) With effect from the commencement of this Ordinance and until the membership of the Centre is established under subsection (1), the membership of the Centre shall consist of those persons and organizations who were members of the Hong Kong Arts Centre, under the Constitution of the Hong Kong Arts Centre revoked by section 32(2), immediately before such commencement.

Editorial Note:
* Commencement date: 1 April 1986.