O 咀

早前我曾提過，「香港會計師公會」會於今天舉行特別會員大會(EGM)，去議決《一人一票選會長》。

怎料，昨晚收到了公會的電郵，通知會友即使 EGM 議決通過了要《一人一票選會長》，但都沒有法律效力。換言之，縱然所有會員都決定要直選會長，公會會：

「意見接受，態度照舊」！！

我即時 O 爆了咀！

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15 December 2011

Dear Member,

Counsel's Opinion on legal effect of Proposed EGM Resolution

Further to my letter of 24 November 2011 regarding the extraordinary general meeting on 16 December 2011 ("EGM"), advice has now been obtained from a Senior Counsel on the legal effect of the proposed Resolution, set out in the Formal Request signed by 166 members as follow:

"To resolve to amend section 4(1) of the Professional Accountants Ordinance CAP. 50 to : "There shall be a President and 2 Vice-Presidents of the Institute, who shall be elected by members of the Institute directly."and all related sections of the Ordinance and By-laws and the Council to undertake all the necessary legislative procedures to enable the abovementioned amendment be properly enacted."


In short, Counsel's Opinion is that :-

1. The proposed Resolution seeks to give a binding direction to the Council when, as a matter of law, it is incapable of doing that;

2. The proposed Resolution cannot impose on the Council any duty to bring about the suggested amendment to section 4(1) of the Professional Accountants Ordinance because under the Ordinance, the Council is only vested with certain powers and it does not have the power to amend law. This point was made clear in para. 14 of the Council position papers issued with the EGM papers on 30 November 2011;

3. It is not for the Institute in a General Meeting to instruct the Council as to what it is to aim to achieve, its duties being prescribed by the Ordinance and supplemented by the by-laws, or as to how it is to exercise such powers.

As a result, the proposed Resolution does not and cannot bind the Council. It also does not and cannot give the Council any power to bring about the suggested amendment.

Having considered this Opinion and the matter further at the Council meeting held yesterday, Council decided that it is essential we provide this Opinion to all members prior to the EGM, so that members are aware of the legal implication of the proposed Resolution before it is put to a vote.

I would encourage you to read the full Opinion (Attached) before the EGM.

Council will, whatever the result of the voting at the EGM is, closely study all the views expressed and revert to members on the way forward as it thinks fit.

Yours sincerely,

Winnie C.W. Cheung
Registrar
For and on behalf of Council