| 1 | NAME |
| 1.1 | The name of the Institute is “The Hong Kong Institute of Building Information Modelling” hereinafter referred to as “the Institute,
(香港建築信息模擬學會)”. |
| 2 | INTERPRETATION |
| In these Articles, the following shall apply unless the context requires otherwise: | |
| 2.1 | “Articles” means these Articles of Association as amended or substituted for the time being; |
| 2.2 | “Board” or “Board of Institute” means the Board of Institute constituted under these Articles; |
| 2.3 | “bye-laws” means those bye-laws or regulations made by the Board of Institute regulating the day-to-day affairs of the Institute; |
| 2.4 | “Institute” means this Institute registered in the Licensing Office of Hong Kong Police Force by the name of “THE HONG KONG INSTITUTE OF BUILDING INFORMATION MODELLING,
(香港建築信息模擬學會).” |
| 2.5 | “Chairman” means the chairperson of the Institute for the time being; |
| 2.6 | “Committee” shall mean a Committee set up by the Board of Institute; |
| 2.7 | “Date of Incorporation” means the date of incorporation of the Institute as appearing on the certificate of incorporation of the Institute; |
| 2.8 | “Fiscal Year” means the fiscal and business year of the Institute, which shall commence on the first day of July in each year and terminate on the thirty day of June next year; |
| 2.9 | “General Meeting” is a meeting of the Members which may be held by way of Annual General Meeting or Extraordinary General Meeting; |
| 2.10 | “Hong Kong” means The Hong Kong Special Administrative Region of the People’s Republic of China; |
| 2.13 | “Member” means whose name is on the Register of Members for the time being; |
| 2.14 | “Memorandum of Association” means the memorandum of association of the Institute for the time being; and |
| 2.15 | “Voting Member” means whose is in membership of Professional Grade. |
| 3 | OBJECTS |
| The objects of the Institute are: | |
| 3.1 | To uphold and advance the standard of competence for the profession and to promote the interests and recognition of its Members within the industry and community; |
| 3.2 | The Institute works on the behalf of its Members: |
| 3.2.1 | To promote and advance the general education, understanding, appreciation and interest of and in Building Information Modelling management; |
| 3.2.2 | To foster general awareness, understanding and concerted efforts in the community towards the advancement of the Objects and the issues thereof; |
| 3.2.3 | To establish and advance standards of building information management practice in the industry. |
| 3.2.4 | To establish links with relevant institutes of tertiary education, Government Bureaus/Departments, Statutory Bodies and other organizations; |
| 3.2.5 | To research, facilitate and promote the means of better management of building information to improve communication, co-ordination, management, productivity, delivery time, cost, and quality throughout the whole building life cycle; and |
| 3.2.6 | To provide guidance on careers in building information management profession. |
| 4 | PROPERTY |
| 4.1 | The property of the Institute other than cash shall be vested in the Chairman, the Honorary Secretary and the Honorary Treasurer for the time being of the Institute as trustees who will deal with the property of the Institute in the manner determined from time to time by the Board. The Chairman, the Honorary Secretary and the Honorary Treasurer as such trustees shall be indemnified against risk and expense out of the property of the Institute. |
| 5 | MEMBERS |
| 5.1 | The number of members with which the Institute proposed to be registered is unlimited. |
| 5.2 | Membership of the Institute shall consist of: |
| (i) | Those persons being professionally qualified joined together to sponsor the formation of the Institute and were present at its first meeting for the adoption of the Constitution; and |
| (ii) | Those persons who from time to time may be elected to membership in accordance with the Article of the Institute. |
| 5.3 | An application for membership shall be made to the Institute in writing (or via the Internet, if the Board so decides) in the prescribed forms and shall contain such particulars as the Board may from time to time determine. The Board in the consideration of admission to membership may in its absolute discretion decide to call for further information, interview any applicant, further investigate, defer deliberation or reject the application with or without giving reasons. |
| 5.4 | The Honorary Secretary shall forthwith notify the applicant who has been approved by the Board. Upon the payment of the prescribed application fees and subscription fee by the applicant, his/her name shall be put on the Register of Members whereupon he/she shall become the class of membership to which he/she has been elected. |
| 5.5 | Any class of membership may on attaining the standards of experience and education from time to time as accepted by the Board apply to transfer to another class of membership. The Board may at its discretion approve and accept such transfer provided always that no member shall be entitled to the privileges of the class of membership to which he/she has been transferred until he/she has paid the annual subscription fee of the corresponding class of membership. |
| 5.6 | The qualifications and procedures for and terms of admission, privileges and obligations of members including the liability to expulsion, removal of name from the Register of the Institute or suspension, and conditions of registration for membership shall be prescribed by the Institute from time to time. |
| 5.7 | The rights and privileges of the members shall be personal to themselves and shall not be transferable by any personal act or by operation of law and shall be ceased on death or earlier cessation of membership. |
| 5.8 | Only Members of Professional Grade are entitled to vote at General Meeting and eligible as candidates of election for the Board. |
| 5.9 | Every member shall have the obligation to observe the provisions of the Article, abide by the bye-laws, pay any prescribed subscription fees and not to do anything prejudicial to any of the Objects or the good reputation of the Institute. |
| 6 | GRADES OF MEMBERSHIP |
| 6.1 | Membership of the Institute shall comprise: |
| (i) | Honorary Fellow Member; |
| (ii) | Professional Member; |
| (iii) | Corporate Member; |
| (iv) | Associate Member; and |
| (v) | Student/Graduate Member. |
| 6.2 | The Honorary Fellow Grade consisting of Honorary Fellow; those Professional Members have significant contributions to the Institute and as granted by the Board from time to time. |
| 6.3 | The Professional Grade consisting of the following types: - |
| (i) | Degree or above in relation to Building, Construction and Engineering, or as recognized by the Board from time to time; and |
| (ii) | Min. 3 years of experience in BIM application or management as recognised by the Board from time to time. |
| 6.4 | A member in the Professional Grade may also present himself as a Professional BIM Manager. |
| 6.5 | The Corporate Grade consisting of the following types:- |
| (i) | Public/Semi-Public/Private sector that can participate, aim at promoting the BIM usage in building industry. |
| 6.6 | The Associate Grade consisting of the following types:- |
| (i) | Certificate or above in relation to BIM which the course shall lead by the professional grade of HKIBIM and recognized by the Board from time to time; and |
| (ii) | Minimum 1 year of experience in BIM application or management as recognized by the Board from time to time. |
| 6.7 | The Student/Graduate Grade consisting the following types:- |
| (i) | Students currently enrolled in the tertiary institutions with an interest in BIM. |
| 6.8 | Membership upgrade |
| (i) | Students/Graduate Grade who has acquired the requirement of Associate Grade can be upgraded to Associate Membership upon application. |
| (ii) | Associate Grade member who has acquired a minimum 5 years experience can apply for the election of Professional grade as approved by the Board; and |
| (iii) | Submit a paper of minimum 500 words to describe/demonstrate the experience/job reference of BIM application, and |
| (iv) | Pass the interview and be approved by the Board. |
| 6.9 | Only Honorary Fellow Grade and Professional Grade has voting right. |
| 6.10 | The rights, privileges or obligations of members in the various grades shall be as provided herein. |
| 7 | MANAGEMENT OF THE INSTITUTE |
| 7.1 | The affairs of the Institute shall be managed by a body called “The Board” which shall be the governing body of the Institute. |
| 7.2 | The Board shall have the sole control, management and superintendence of the property, income affairs, and concerns of the Institute and may appoint such Officers as it shall in its discretion deem necessary and if not contrary to or inconsistent with the provisions of this Article or any Bye-Laws made hereunder may do all such acts as may appear to it to be necessary or desirable for the purpose of carrying into effect the objects of the Institute and in particular and without prejudice to the foregoing powers the Board shall have the following powers: |
| (i) | To accept any gift or property for any of the objects of the Institute; |
| (ii) | To invest any monies of, or belonging to the Institute in such manner as may from time to time be determined by the Board; |
| (iii) | To borrow, raise or secure the payment or repayment of monies in such manner as it may think fit; |
| (iv) | To rent, purchase, take on lease or license, construct, manage, maintain; improve, develop or alter any buildings or works, land, premises and property rights and interests necessary or convenient for the purpose of the Institute; |
| (v) | To sell, lease, mortgage, charge, encumber, dispose of or otherwise deal with, all or any part of the property of the Institute; |
| (vi) | To control and conduct examinations and cognate subjects and issue certificates subject to such regulations as may from time to time be determined in a General Meeting; |
| (vii) | To appoint such committee and delegate to any such committee such of the powers of the Board as may be deemed necessary or appropriate for the better conduct of the Institute’s business. Such committee shall operate under and conduct their proceedings in accordance with any direction given by the Board and shall report to the Board as required; |
| (viii) | To prescribe Scales of Charges for professional work undertaken by Members; |
| (ix) | To procure the Institute to be incorporated; |
| (x) | To arrange social, educational and recreational activities for Members of the Institute and their guests; |
| (xi) | To enter into contracts, assignments or any other kinds of instruments on behalf of the Institute; |
| (xii) | To liaise with professional bodies, Employers and other bodies as considered necessary by the Board, generally concerning the development of the Institute and in particular the administration and supervision of the practice qualification; |
| (xiii) | To make, vary and repeal bye-laws for regulating the conduct of the affairs of the Institute provided that such bye-laws shall not constitute or involve such an alteration of or addition to these Articles as could only lawfully be made by special resolution; and |
| (xiv) | Generally to do all lawful things necessary or expedient for the due conduct of the affairs of the Institute not herein otherwise provided for. |
| 7.3 | The exercise of all powers exercisable by the Board shall be subject to the control of the members in a General Meeting but so that any act done by the Board before any resolution of a General Meeting shall not be invalidated by any such resolution. |
| 7.4 | The Board shall cause minutes to be kept in proper books provided for that purposes of all resolutions and proceedings of the Board, and Committee. The minutes of a meeting of the Board shall be signed by the Chairman and Secretary of the meeting upon the approval of the Board and every minute when so signed shall be sufficient evidence of the matters therein recorded. |
| 8 | CONSTITUTION OF THE BOARD |
| 8.1 | The Board shall be formed by 13 Members comprising: (i) Chairman; (ii) Vice-Chairman; (iii) Honorary Secretary; (iv) Honorary Treasurer; and (v) 13 Official Bearers. |
| 8.2 | Each Member of Board shall hold office for a period of two years commencing at the end of Annual General Meeting to be held not less than five months, nor more than eight months from 1st July of every other calendar year and terminating at the commencement of the Annual General Meeting two years later. A person may be re-elected to the Board provided that the retiring Board Member except Official Bearer shall not hold the same post for more than two consecutive terms. |
| 8.3 | In the election of Board Members by the General Meeting, a candidate shall be proposed by a Voting Member and seconded by another Voting Member entitled to vote at the General Meeting. |
| 8.4 | When more than 13 Members are nominated as Board Members, the Honorary Secretary of the Institute shall cause an election to be held by voting to select 13 Members as the Board Members during the Annual General Meeting. If the number of candidates for election is 13 or less then the candidates for these vacancies shall be deemed to be elected to the Board of the Institute. Candidates shall be made known to all members entitled to vote at least 7 days before the Annual General Meeting. |
| 8.5 | The Nominees for service on the Board shall stand and make themselves known to the Annual General Meeting. |
| 8.6 | During the progress of elections, an independent Chairman shall preside and declare the results of the voting. |
| 8.7 | Two independent scrutinizers shall be appointed by the meeting from amongst those not nominated for service on the Board to count the votes. |
| 8.8 | Following the election of the Board, it will proceed to elect the Institute Chairman, Vice-Chairman, Honorary Secretary, Honorary Treasurer and Official Bearers. |
| 8.9 | In the event of any post remaining vacant after the Annual General Meeting, or being vacant during the subsequent two years, the Board may have the power to co-opt a member to fill a particular vacancy. |
| 9 | COMMITTEE |
| 9.1 | The Institute shall at all times maintain an appropriate committee comprising the Board Member or Member of Professional Grade as nominated by the Board, with power to co-opt up to five Members. |
| 9.2 | All Committees appointed by the Board shall present written reports of their proceedings to each meeting of the Board. |
| 10 | MEETINGS |
| 10.1 | General Meetings |
| (i) | The Institute shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Board at which the following shall take effect; |
| (a) | The quorum for the General Meeting shall not be less than 20 or 10% of the total numbers of valid Voting Members whichever is the smaller; |
| (b) | No business shall be transacted unless a quorum is present when the meeting proceeds to business. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of or by members, shall be dissolved. In any other case it shall be adjourned to such day and to such place as may be appointed by the Chairman. At any such adjourned meeting the Members present and entitled to vote, whatever their number, shall have the power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place; |
| (c) | Report by the Chairman of the Board on the activities of the Institute; |
| (d) | The reading of accounts by the Honorary Treasurer; |
| (e) | The reading of the minutes of the previous Annual General Meeting by the Honorary Secretary; |
| (f) | The election of the Board Members for the two years following the General Meeting in every other year; and |
| (g) | The voting upon any resolution by the membership of the Board. Resolution would only be carried with the support by two-third of those present and entitled to vote. |
| 10.1.2 | Extraordinary General Meetings may be called from time to time on receipt by the Institute Honorary Secretary of a written request from not less than one quarter of the Institute’s membership or 20% or more of the Voting Members. |
| 10.1.3 | 7 days’ notice at least of any general meeting specifying the place, the day and time of the meeting and, in the case of special business, the general nature of the business, shall be given in the manner hereinafter mentioned to the person elected by the Board. |
| 10.1.4 | The proceedings of the meeting and any resolution passed shall not be invalid as a result of accidental omission to give notice of the meeting or to send relevant documents to persons entitled to receive such notice or documents. |
| 10.1.5 | The Chairman may, with the consent of the meeting, adjourn the general meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
| 10.2 | Meetings of the Board |
| 10.2.1 | The Board shall meet on not less than four occasions in each calendar year at such time and place as it thinks fit. |
| 10.2.2 | A special meeting of the Board shall be called by the Honorary Secretary to be held within 14 days upon receipt of a requisition by recorded delivery from the Chairman or any two members of the Board. The requisition which shall be sent to the Honorary Secretary shall be signed by the Chairman or the representatives concerned, shall state the purpose of the meeting and if it is proposed to move a resolution, the requisition shall set out the resolution to be moved. No other business than for which the meeting is called shall be discussed at a special meeting. |
| 10.2.3 | The Honorary Secretary shall ensure that proper minutes be made of all proceedings of the Board and Committee appointed by the Board and of the utterances thereof. |
| 10.3 | Meetings of the Members |
| 10.3.1 | The Institute may hold functions of any kind for the purpose of raising funds or the Social and Education benefit of the members provided they are carried out with the regard to law and well being of the membership and the Institute as a whole. In such cases, the Board should advise the Honorary Secretary of the Institute of the nature of such functions in advance of any undertaking. |
| 11 | ALTERATION OF ARTICLE AND BYE-LAWS |
| 11.1 | This Article may be altered, amended or added to only by a resolution passed by a two-third majority of the Voting Members present or by proxy and voting at a General Meeting of the Institute specially called for the purpose. Not less than 7 days notice in writing shall be given to all Voting Members specifying the alterations, amendments or additions proposed. |
| 12 | FINANCE |
| 12.1 | The Institute shall maintain a bank account and shall be entitled “The Hong Kong Institute of Building Information Modelling”. |
| 12.2 | All monies received by or on account of the Institute shall be paid forthwith into the credit of the Bank Account. |
| 12.3 | No payments other than lawful expenses incurred by Members of the Institute shall be made out of any Bank Account held by the Institute, except under the authority of a resolution of the Board. |
| 12.4 | All cheques shall be signed by the Honorary Treasurer of the Institute and counter signed by the Chairman or Honorary Secretary of the Board. |
| 12.5 | The Honorary Treasurer of the Institute shall maintain proper books of Account in respect of all monies received and expended, and proper records of all monetary transactions. |
| 12.6 | All funds and income of the Institute shall be expended only in the promotion of the Institute. No parts of any funds, income or property shall be paid or transferred the objectives of directly or indirectly to any Member of the Institute except in re-imbursement of expenses incurred by him/her on behalf of the Institute. No Members of the Board shall be paid any honorarium. |
| 12.7 | A Statement of Accounts of the Institute shall be prepared each year at such time and shall be made available at the Annual General Meeting. |
| 12.8 | The statement of Accounts shall be certified as correct by the Chairman, the Honorary Treasurer and a Member of the Board. |
| 13 | DISSOLUTION |
| 13.1 | If on the winding up or dissolution of the Institute there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members of the Institute, but shall be given or transferred to some other Institution or Association to be determined by the Members of the Institute at or before the time of dissolution, and in default thereof, by such court of Hong Kong as may have or acquire a jurisdiction in the matter. |
| 14 | The COMMON SEAL |
| 14.1 | The Common Seal of the Institute shall not be affixed to any instrument except by the authority of a resolution of the Board and at least one Member of the Board together with the Honorary Secretary shall sign every instrument to which the Seal shall be so affixed and, in favour of any purchaser or person bona fide dealing with the Institute, such signatures shall be conclusive evidence to the fact that the Seal has been properly affixed. |
