Dear directors,
 
I understand you have launched a reward programme to directors in consideration of your effort in serving the Club.  The programme was discussed and agreed by yourselves in a Directors' meeting and the meeting's outcomes were posted on TangoTang's website on Aug 17 & Sep 13, 2009.
 

However, such reward programme to directors is in violation to Section 33 of the Club's Articles of Association which specifically states "No remuneration shall be payable to any director in respect of his services as a director...".

And, under Section 161 of the Companies Ordinance, provides that remuneration or "emoluments", in relation to a director, includes fees and percentages,...and the estimated money value of any other benefits received by him otherwise than in cash.

 
To make sure you are running the Club according to the rules lay down by the Club's Articles of Association and the the law set by the Companies Ordinance, I would like you to hold an Extraordinary General Meeting so that members can come and discuss and rectify your reward programme and actions.

Daisy Tsang

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Thank you Daisy for raising this issue, and in accordance of Memorandum of Association and Articles of Association, TangoTang Reward Program launched in 2009 is in compliance with TangoTang policy.  Please note the following for further details:

Section 33 of the Club's Articles of Association
No remuneration shall be payable to any Director in respect of his services as a Director of the Company but the Board of Directors may pay to any Director all travelling, hotel and any other reasonable expenses incurred by him in consequence of his attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings or otherwise in or about the business of the Company.

TangoTang directors currently receive no remuneration as roles of board of directors.

M & A 22. Directors are allowed to give pensions, gratuities, or charitable aid to any person who may have served the Company, to make payments towards insurance; and contribute to provident and benefit funds for the benefit of any persons employed by the Company.

M & A Forth: The income and property of the Company, whencesoever dervied, shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Company; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Company, provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Company or to any member of the Company in return for any service [(other than services as a Director)] actually rendered to the Company.

TangoTang directors are in compliance with TangoTang policy for approving Reward Program to Managing Committees including project teams, Club Officers and other staff for such contributions made to benefit the Club.  Therefore, calling an extraordinary meeting to rectify action is not required. 
However, in order to have a better understanding of this reward system, directors have revised the Reward Program to change the following terms:

• Original: Directors - complimentary to all milonga related events
• Revised: Directors - complimentary to related milongas if assisting organizing the events as project team members

Directors welcome feedback from all members to improve Reward Program to better serve the benefits of the Club. 

Reward Program details in Director Meeting Minutes Aug 17, 2009:

http://www.tangotang.com/Mambo/component/option,com_kunena/Itemid,684/func,view/catid,16/id,634/lang,en/

TangoTang Job Function:

http://www.tangotang.com/Mambo/component/option,com_kunena/Itemid,684/func,view/catid,16/id,643/lang,en/

The Board of Directors:

• Becky Hsia
• Clement Siu
• Rebecca Hung

The Managing Committee Officers:

• Club Operation Officer - Becky Hsia
• Treasurer - Clement Siu
• Chief Technology Officer- Clement Siu
• Marketing Director - Rebecca Hung
• Membership Secretary - Erica Lee
• Newsletter Editor -Erica Lee
• Web Master - Clement Siu

Note: Name list of project teams, DJs, teachers, receptionists and other contributors qualifying for Reward Program varies base on each event. 

Last update: 17-02-2010 12:17