15. Management

Responsibility for the management of the Association shall be vested in the Committee. Notwithstanding this responsibility, the Association's employed staff shall, on behalf of the Committee, undertake the day to day affairs of the Association. In particular, the Committee shall be responsible for making policy and determining strategy, whereas the staff of the Association shall implement said policy and strategy.

16. Structure

1. The Committee shall consist of a President, Secretary, Treasurer, Vice –President, and up to five other Ordinary Members. Additional Ordinary Members may also be co-opted to the Committee from time to time. All Members of the Committee shall serve gratis. Although elected without portfolio, each regular Committee member may be assigned specific responsibilities from time to time by the Committee.
2. Any one HKTriA Affiliated Club can only have a maximum of two (2) members on the Committee at any one time and if a third Committee Member wants to be on the General Committee then they should have ceased to be a member of any club a minimum of 12 months before election to the committee.

17. President

The President shall take overall charge of the Association, preside over Committee meetings and General Meetings and shall represent the Association at official functions. Other specific responsibilities may be assigned from time to time by the Committee.

18. Secretary

The Secretary shall be responsible for ensuring that the Association functions in accordance with the provisions of the Ordinance. In particular, he shall ensure that:

1. The Register Of Members is kept up to date.
2. All notices and documents required by the Companies Registry are lodged as required.
3. Minutes of all Committee meetings and General Meetings are properly kept, including records of all elections to the Committee and appointments made by the Committee.

Other responsibilities may also be assigned from time to time by the Committee.

19. Treasurer

The Treasurer shall be responsible for all financial matters affecting the Association, including the presentation of financial reports at the Annual General Meeting. Other responsibilities may also be assigned from time to time by the Committee.

20. Vice-President

The Vice-President shall deputise for the President, Treasurer or Secretary, as required, on a strictly temporary basis. Other specific responsibilities may also be assigned from time to time by the Committee.

21. Eligibility

Only Ordinary Members aged 18 years or above on election day shall be eligible for election to the Committee. A Member who has family members already either continuing to serve, or currently standing for election, in three of the posts of President, Secretary, Treasurer or Vice-President shall not be eligible to stand for election to the remaining one of these posts, but shall be eligible to stand for election as a regular Committee member. An employee of the Association shall not be eligible for election to the Committee. An Ordinary Member shall only be eligible to stand for election to the post of President if such Ordinary Member has completed at least one (1) full year as a member of the Committee. The term of President shall be two (2) years with a maximum of two (2) consecutive terms. After the completion of two (2) consecutive terms, such ex-President shall be eligible to be co-opted to the Committee or be re-elected to another post in the Committee. Such ex-President shall be eligible for re-election to the post of President after two (2) years from his last presidency.

22. Election

Members shall be elected to vacant posts on the Committee at the Annual General Meeting of the Association in the following manner:

1. Any two Members may nominate an eligible Ordinary Member to serve as a member of the Committee, having previously received his assent. Nominee may stand for one or more of the posts of President, Secretary, Treasurer, Vice-President or regular Committee member, and competition for these posts shall be resolved in this order.
2. Nominations for the election of Committee members shall be submitted in writing to the Secretary by the Proposer at least 7 clear days prior to the holding of the Annual General Meeting. Each nomination shall be signed by the proposer , seconder and nominee.
3. If no nominations are received or if the nominations received within the time prescribed are insufficient to fill the vacancies, the chairman of the Annual General Meeting shall call for nominations for such vacancy or vacancies from the Ordinary Members present at such meeting.
4. Each Ordinary Member present and entitled to vote at the Annual General Meeting may vote for any number of the candidates for each vacant position, not exceeding the number of vacancies. A candidate with the most number of votes shall be elected except that for the post of President where there are three or more candidates, the winning candidate must have received at least the majority of votes. If no candidate for President receives the majority of votes in the first round of voting, the candidate(s) with the least number of votes shall be eliminated for the next round and successive rounds of voting progressively eliminating candidate(s) with the least number of votes shall be conducted until a candidate for President has received the majority of votes. If there is only one candidate for a post in the Committee, that candidate shall be automatically elected.
5. If any nominee after being elected declines to serve, the nominee who has the next largest number of votes shall be elected.
6. If two or more nominees obtain an equal number of votes, the chairman of the meeting shall have a second or casting vote.
7. In case there shall not be a sufficient number of nominees the Committee members, such as they are, shall have the power to fill up the remaining vacancy or vacancies as they think fit.

23. Retirement

Each Committee Member who is elected at an Annual General Meeting of the Association shall retire at the second Annual General Meeting following his election provided that at least one third of the Committee shall retire at each Annual General Meeting. When sufficient Committee members to fulfil the foregoing provision would not normally retire, lots shall be drawn, by the regular Committee members to determine the Committee members who shall retire. A retiring Committee member shall be eligible for re-election.

24. Replacement

If the President shall die, resign or vacate his office in accordance with Article 25 (Vacation Of Office) before the expiration of his period of office, he shall be replaced by the Vice-President for the remainder of the President's term of office. If the Vice-President shall die, resign or vacate his office in accordance with Article 25 (Vacation Of Office) before the expiration of his term of office, or shall be appointed to replace the President, or if any other Committee member shall die or resign or vacate his office in accordance with Article 25 (Vacation Of Office) before the expiration of his period of office, or if any other vacancy in the Committee shall arise for any reason, the vacancy shall be filled by appointment by the Committee and the new Committee Member shall subject to Article 25 (Vacation Of office) retire at the Annual General Meeting when the Committee Member whom he replaces would have retired.

25. Vacation Of Office

The office of a Committee member or sub-committee member shall be vacated automatically if:

1. A receiving order is made against him or he makes any arrangement of composition with his creditors.
2. In the opinion of the Committee, his actions, omissions and / or statements are at variance with the best interests of the Association and / or demonstrate that he is not cooperating with the Committee to the material detriment of the Association and a resolution to remove such Committee member or sub-committee member is passed by at least two thirds of the other Committee members. The resolution to remove such Committee member or sub-committee member must be proposed and seconded by at least one third of the other Committee members. The subject Committee member or sub-committee member shall be given at least seven (7) days' prior written notice of the proposed resolution to remove him together with a general explanation of the reasons and the opportunity to respond to the Committee prior to the relevant resolution is being voted. The subject Committee member or sub-committee member may attend the relevant Committee meeting but shall not be entitled to vote on the relevant resolution. Only members of the Committee may attend the relevant Committee meeting.
3. He becomes of unsound mind.
4. His membership is suspended or terminated.
5. By notice in writing to the Association he resigns his office.
6. He ceases to hold office by reason of any order made under Sections 157E or 157F of the Ordinance.
7. He is removed from office by a resolution duly passed at a General Meeting of the Association.
8. He is absent from three consecutive meetings of the Committee or any sub-committee of which he is a member without reasonable cause, as determined by the Committee.

26. Powers & Duties

The Committee shall be responsible for managing the affairs of the Association and shall have the following powers and duties in addition to any powers and duties conferred elsewhere in these Articles:

1. To pay all reasonable expenses relating to the formation and registration of the Association.
2. To exercise all such powers of the Association and do on behalf of the Association all such lawful acts as the Committee considers necessary or expedient for carrying into effect the objects of the Association as may be exercised and done by the Association and as are not required by statute or by these Articles to be exercised by the Association in General Meeting, subject nevertheless to any regulations of these Articles and to the provisions of the statutes for the time being in force and affecting the Association and to such regulations (being not inconsistent with the aforesaid regulations or provisions) as maybe prescribed by the Association in General Meeting. Provided however that no such decisions made by the Association in General Meeting shall invalidate any prior acts of the Committee, that would have been valid, if such regulation had not been made.
3. To appoint and dismiss such sub-committees, consisting of Members of the Association and chairmen of sub-committees and employees of the Association, as it shall think fit.
4. To appoint any person as a Patron or Vice-Patron of the Association, on such terms and conditions as it shall think fit.
5. To appoint and dismiss advisers or such other persons, honorary or otherwise, who may be invited to attend the meetings of the Committee or sub-committees but who shall not be entitled to vote at such meetings.
6. To determine and settle all questions and disputes relating to the sport of triathlon in Hong Kong which may be referred to it for decision.
7. To delegate to sub-committees such of the powers and duties of the Committee, as it shall think fit, provided that the powers so delegated are specified in each case.
8. To decide on all matters of an international nature affecting or concerning the Association or any of its Members.
9. To make and enforce rules for the administration and control of the Association and the sport of triathlon in Hong Kong, including the organisation, promotion, management, control, conduct and sponsorship of triathlon events, and have the power to vary, amend, replace and repeal any such rules. All such rules shall be binding on all Members of the Association.
10. To co-opt not more than three further Members of the Association to join the Committee and hold office until the next Annual General Meeting.
11. To provide for the safe custody of the Seal.

27. Sub-committees

1. The President shall be an ex-officio member of all sub-committees but shall not be entitled to vote at meetings of such sub-committees unless specifically appointed thereto.
2. All sub-committees appointed by the Committee shall cause minutes to be made of all proceedings and resolutions at their meetings and shall furnish copies of all such minutes to the Secretary.
3. No person shall be appointed to a sub-committee of the Association who is not an Ordinary Member of the Association.

28. Validity

All acts of the Committee or any sub-committee of the Committee or any other duly appointed official shall be deemed as valid, notwithstanding subsequent discovery of some defect in the appointment or election of the aforesaid or of some subsequent reason for the disqualification from office of any of them.