Terms of Association as a Society

Revision April 2015

Following an informal existence for many years, HKFSBCM had the first Terms of Reference (ToR) were agreed on 18.Aug.2011. This revision of the ToR was agreed in the meeting of 19.Nov.2014

1. Name

1.1 The name of the Society shall be “Hong Kong Financial Services Business Continuity Management" Forum, which can be abbreviated to HKFSBCM and hereinafter referred to as the “Forum”.

2. Address

2.1 The address shall be such place as decided upon by the board.

3. Scope

3.1 The Forum focuses specifically on the banking and securities industry in Hong Kong, covering topics related to business continuity, disaster recovery and crisis management as well as identifying and mitigation of related risks.

3.2 The Forum is a non-profit, non-governmental society and shall not engage in commercial activities nor invest or own property, securities, real estate or other asset of a trading or investment nature.

4. Objectives

4.1 Provide a forum for open discussion of Business Continuity Management (BCM) topics, allowing information and insight to be shared and, thus, provide a framework to leverage ideas and experience;

4.2 Create a coordinated network of BCM contacts throughout the financial industry which could also act as a crisis management team to deal with tactical situations effecting one or more firms; as well as the market; 

4.3 Provide the opportunity for multilateral or bilateral strategic initiatives between member firms;

4.4 Work together in a co-operative way, in times of major or significant catastrophic event or disaster, in order to have the best chance of protecting our staff, facilitating recovery and sustaining both a stable financial market and customer confidence;

4.5 Provide a forum to allow regulators and other official bodies to keep the group updated and provide guidance on BCM requirements and issues;

4.6 Discuss common third party, vendor related issues and, where appropriate, invite the vendor to present their services allowing the group to provide consolidated feedback on improvements and issues to the vendor;

4.7 Work in parallel and in collaboration with similar and like-minded organizations.

5. Membership

5.1 The Forum’s membership shall be open to individuals who are employed by, and hold responsibility for Business Continuity Management or a related risk discipline in Financial Sector firms that are involved in the banking and/or securities industry with a presence in Hong Kong and/or Asia.

5.2 Although Membership involves representing a firm, a member is also allowed and welcomed to share opinions, experience or ideas à titre personnel.

5.3 Membership requires regular attendance and participation in The Forum’s meetings and/or other activities. The board can advise the Full Forum meeting to terminate a membership. Providing just cause is for reasons that go against the principles stipulated in the terms.

5.4 Every member shall pay an annual subscription to the Society; the amount shall be determined or revised by the Board, from time to time, but with prior notice and agreement by the Forum members.

6. The Board

6.1 The Forum will be managed by a designated Board and will operate by consensus, or in the absence of such, by simple majority.

6.2 Board members shall be elected for a period of 24 months by secret ballot during a Full Forum meeting.

6.3 For administrative and external liaison purposes, the following officers are elected by the Full Forum in specific Board position:

6.3.1 Chairperson

 - The Chair will chair Forum meetings

 - The Chair can represent the Forum to the outside world, that is to individuals and/or organisations and alike.

6.3.2 Vice Chairperson

 - The Vice Chair will chair any Forum meetings when the Chair is not present or incapable to chair.

 -  If for any reason the Chair has permanently stepped down or is permanently no longer available, the Vice Chair  will take over all duties and responsibilities of the Chair until a next ballot to elect a new Chair can reasonably be organized.

 - The Vice Chair can represent the Forum to the outside world in conjunction with any one other board member as a minimum requirement.

6.3.3 Secretary

 - The Secretary will administratively support the Forum by managing correspondence, meeting logistics, invitations, minutes and ballots, as well as managing membership administration, etc.

 - The Secretary can legally represent the Forum to the outside world in conjunction with any one other board member.

6.3.4 Treasurer

 - The Treasurers responsibilities are covered in section "7. Financials" below.

6.3.5 Board Member

 - Members who support the normal running of the Forum.

6.4 The Board will meet on an ad-hoc basis as required.

6.5 Only Forum members may vote and run for Board membership. Board membership will immediately cease when the individual does no longer comply with Forum membership

6.6 Board members can be re-elected.

6.7 Upcoming Board vacancies will be announced to all members at least two weeks before the Forum Meeting where elections will be held. The elected Board Member will assume office immediately.

7. Financials

7.1 The Forum can generate funds from membership fees, contributions and participant fees for specific initiatives, publications or events.

7.2 The funds of the Forum shall be used only in pursuance of the objects of the Society as stated in Paragraph 4.

7.3 The Treasurer shall be responsible for the Forum's funds.

7.4 All cheques shall be jointly signed by any two of the board members as a minimum.

7.5 The Treasurer shall present a financial report at the Full Forum Meeting, at least annually.

7.6 The financial report shall be inspected and endorsed by a Finance Committee, composed of an Honorary Auditor and two Finance committee members.

7.7 The Honorary Auditor and Finance Committee members do not need to be members of the Forum, but none shall simultaneously be members of the Board.

7.8 The Honorary Auditor and Finance committee members shall be appointed for twelve months by the Full Forum meeting.

8. Forum Meetings

8.1 Full Forum meetings take place on a monthly basis. The monthly meetings will be hosted in

rotation by the member firms at their respective offices. 

8.2 An Extraordinary Full Forum meeting may be convened for a specific purpose either by the Board or at the request of eight or more members.

8.3 Notice of all Full Forum Meetings and their purposes shall be given to members at least ten days before the date of the meeting.

8.4 The Forum will be able to take binding decisions when a quorum of 50% of its members firms are present or represented. Multiple representatives employed by the same Firm will count as one for quorum purposes.

8.5 All motions shall be carried by s simple majority. In the event of a tie, the Chair of the meeting shall have a casting vote.

8.6 At any of the Forums monthly or other meetings, guests may be invited at the discretion of the Board, to present and / or to participate at the meetings. Guests may be representing any relevant organization or company, such as utilities, the vendor community, other firms in the financial industry, or from official bodies such as the Stock Exchange, Bankers Associations, Regulators and/or Government.

9. Subcommittees and other activities

9.1 The Board may at their discretion appoint temporarily a number of full members to sit in a subcommittee in order to deal with specific issues.

9.2  Resolutions and recommendations submitted by the subcommittee must be endorsed by the Board before being put into practice.

9.3 Other meetings on specific topics, presentations and conferences may be organized by the board or subcommittees at any other time.

10. Confidentiality

10.1 It is understood that all communications (whether in electronic form, written, or oral) relating to the group shall be treated confidentially and with discretion by representatives of member firms and external guests.

11. Dissolution

11.1 The Forum may be dissolved by a resolution carried by a two-thirds majority of the full members present at a Full Forum or Extra-ordinary Full Forum meeting convened for the purpose.

11.2 Upon dissolution of the Forum all liabilities shall be equally shared by members of the Board, and in case of debts incurred before their term of office, by members of the previous Board as well.

11.3 If there remain any assets upon dissolution of the Forum, they shall not be paid out or distributed to the members, but shall be given or transferred to such association having similar interest to those of this Forum as the members shall by resolution direct.

12. Amendments

12.1 These terms shall not be amended except at a Full Forum Meeting or Extraordinary Meeting convened for the purpose. Amendments will be carried by a two-thirds majority of the full members present.

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