香港工程師學會　就處理特別會員大會事宜之聲明(二) The Hong Kong Institution of Engineers Handling of Special General Meeting Requisition (II)

(香港，二零一九年四月四日) 就處理特別會員大會事宜，香港工程師學會 (下稱「學會」) 繼於三月二十八日發出新聞稿後，現公布理事會已同意學會前任會長黃耀新工程師所提交的中期報告，接納按學會會章第二十五條，當有六十名法定會員皆一致提出相同並可適當執行的議程項目時起計，須在二十一天內決定是否應會員要求召開特別會員大會。學會已就此事諮詢法律意見，以期盡可能將各會員遞交的要求納入考慮及回應他們所提出的意見。

理事會知悉因會員在不同時間提交要求文件及要個別核實身份需時。再者，有關會員提出的議程不完全適合召開特別會員大會是另一個要處理的困難
問題。理事會亦知悉並已委託法律顧問草擬通知書及向已核實身份的會員要求釐清會議議程。以下的資料僅於二零一九年四月三日首次向理事會披露，讓理事會在三月二十八日之前共同討論此事件上以作出決定，純粹以符合程序為根據，而不受其他因素影響。現透過此聲明，學會宣布理事會決定將本次特別會員大會的截止接受提交要求日期定為二零一九年三月三十一日。任何在此日期或之前已提交的要求文件，只要提交人的會員身份隨後能被確認，皆會被納入計算在內。

時序
1. 學會於二月十二日收到第一份相關要求文件。
2. 文件所標示的遞交日期為二月二十二日。

倘若把截止接受日期定為要求文件上所標示的二月二十二日，連同隨後獲核實會員身份的人數共有五十四名。因未足有六十名法定會員提交要求，有關要求不可能被接納。

時序

1. 在二月二十三日，即文件上所標示的遞交日期之後一天，共收到三十九份一併提交的要求文件，其中包括幾位在此事上曾屢次公開發言的會員。
2. 前任會長黃工程師決定將該批要求視為「有效」，並認為其他會員於二月二十三日後提交的要求亦需按此原則接受。而黃工程師在部分會員於三月十七日舉行的記者會上，已提及將會就接受提交要求定下最後時限。
3. 三月十一日收到最後一位會員提交要求文件。

由於當時理事會尚未決定會否將截止接受提交要求日期定於二月二十二日後，學會無法確認已獲核實身份之會員人數是否已達到召開特別會員大會的要求。另外學會亦需要理解個別會員所提出的要求內容，在處理上甚為複雜，同時

在核實會員身份的安排上亦收到大約十位會員不同及反對意見，學會需要多番澄清。學會強調，大部分會員已作出即時回覆，而相當多會員在學會作出跟進後，亦已回覆學會並獲核實會員身份。

程序

1. 當初學會一早已留意到議程項目可能不適合召開特別會員大會而引致處理此事上比較複雜。
2. 學會在首次與相關會員溝通時，已提及會員可自行決定會否委任代表，以協助會員有效及加快處理有關要求。
3. 在完成所有會員身份核實程序之前，學會已開始對獲得核實身份的會員發出通知要求釐清會議議程。

*此六名會員共委任三名會員代表

在收到的回覆中，共有五十七名會員表示他們並沒有就此事委任代表，如計及上述十四名沒有明確表態的會員，總數將超過六十名法定會員提出相同要求。根據以上情況，任何決定將需要這批會員達成最終共識。

以上正是為何學會需要就相關事宜與每位提出要求的會員作出跟進，當中的工作非常繁重。學會按法律意見，重申在處理是次要求上只能提供文書協助，並將收集到的意見向其他會員轉達。這亦解釋學會沒有與幾位自稱為聯絡小組的人士見面的原因，是基於他們未獲至少十至二十名會員授權代表以作出比較有效的會面。

直至目前為止，理事會未就會員作出確定會議議程上設定期限。學會相信採用較為寬容的方法處理是次提出的要求，能較切合會員期望及適當地回應他們的訴求。

對於部分會員就學會處理是次要求抱有不同看法，當中有指控認為學會採取不必要的程序以拖延召開特別會員大會，相信是源於對召開會員大會的先決條件理解不足，及所提出的會議議程不適當及含糊。而事實上，當中並沒有實質理據，學會對此表示遺憾。

香港工程師學會

電話：2895 4446
傳真：2882 6825

(以上為聲明之中文譯本，內容以英文版本為準)

(4 April 2019, Hong Kong) Further to the Press Statement on 28 March 2019 in response to the requisition of some members to convene a Special General Meeting (SGM), The Hong Kong Institution of Engineers (HKIE) is pleased to announce that the Council had approved the Interim Report prepared by Past President (PP) Ir Peter Y Wong, inter alia, in accepting the 21-day under Article 25 of the HKIE Constitution – within the period of which the Council is to resolve whether to convene a SGM as requested – to commence on the day that there exists, in concurrent, at least 60 Corporate Members with a consort and proper agenda. The Institution’s legal advisor was consulted on these in order to meet the underlying principle to include members who had taken the effort sending in submissions and to address all concerns raised, as many as possible.

The Council was informed there had been some delay in authenticating the submissions which were largely sent in isolation. The other complication currently at hand is that the proposed agenda were not proper for the purpose of convening SGM. The Council was also informed the legal advisor was instructed to draft a notice seeking due clarification from all authenticated Requisitionists on the agenda items.

The following factual information was only disclosed to the Council on 3 April 2019, for want of that prior disclosure of such before the Council reached its resolution could have been seen that discussions might not be purely based on procedural compliance or that it could have been subject to influence of initiatives that ought not to be considered.

By this Press Release, the HKIE is pleased to announce that the Council had further resolved 31 March 2019 would be the last day in accepting submission for this SGM request and any member who had done so on or before that day would also be counted as one of the Requisitionists upon authentication.

CHRONICLE

a. 12 February 2019 was the first day the HKIE received submission.
b. The Submission Form was dated 22 February 2019.

If the “closing date” for submissions were to be taken on 22 February as prescribed on the Submission Form, the SGM request could have failed with less than 60 members – as was subsequently the case at a total of 54 only.

CHRONICLE

1. On 23 February, that is, one day after the prescribed date of 22 February 2019, the HKIE received the largest single batch of submission at 39, including some of the more vocal members.
2. PP Ir Wong decided to include this batch as “valid” submissions and if so, there was no reason not to accept other late-comers. The message of the closing date of submissions would be decided soon was expressed at the Press Conference on 17 March held by a few Members.
3. The last entry of submission received was on 11 March.

Without the approval from the Council taking the cut-off date beyond 22 February, the HKIE simply could not confirm whether the criteria at 60 had been met in the interim period. What appeared to be a simple matter was actually impeded by the construction of the Submission Form and further delayed by some being vocal about the necessity of membership authentication. It must be added a substantial percentage of members did respond swiftly and a good percentage also responded after follow-up emails

CHRONICLE

1. At the out-set the HKIE noted there were complications with the agenda items.
2. With a view that appointing representative(s) could be conducive to expedite exchanges on Agenda items, all Requisitionists were asked their options in the very first correspondence, stressing that was not a prerequisite or suggestion.
3. Before the authentication was completed, Notice of Clarification was sent to all authenticated members.

*Consequently, 3 Requisitionists representing 6 others.

From the responses, it can be seen the largest group at 57 clearly maintained no one would represent them. If one also takes in the 14 negative responses, the total is well exceeding 60. With that status, consensus among this group would be final.

This is the reason the HKIE is prepared and has to communicate to each Requisitionist, expecting a heavy clerical workload. As advised by the legal advisor, the HKIE reiterates only clerical assistance will be provided to collate inputs from members for re-distribution. This is the other reason that the HKIE had declined to meet with a few Members, said to be a Liaison Group, when request to show that the Group had authority to represent 10 to 20 Requisitionists was not met to make any such meeting more effective.

The HKIE is also pleased to announce as of date, the Council had not been asked to decide the deadline for reaching an agreed and proper agenda among the Requisitionists. With this lenient approach, the HKIE trusts all concerns would be addressed and that all members who have taken the effort in submitting their requests will be included.

The HKIE regrets to note some members had a different perception to the overall handling of the SGM requisition. And any allegation that the HKIE was taking doubtful or unnecessarily procedures in blocking the SGM was ill founded. The only reason, regrettably, is simply that there was a lack of the understanding of the prerequisite of General Meetings and the obscure and improper agenda items as worded.

The Hong Kong Institution of Engineers

Tel: 2895 4446
Fax: 2882 6825