I. About Us
What is the Hong Kong Digital Entertainment Association?

Established in 1999, the Hong Kong Digital Entertainment Association (HKDEA) is a non-profit making trade body, dedicated to the betterment of local digital entertainment industry with the following objectives:

• To represent the collective views of the local industry;
• To promote the development of local industry;
• To provide a forum for Hong Kong digital entertainment developers to promote business and cooperation with overseas developers and publishers;
• To encourage and assist start-up local game developers.

 

II. Membership
Corporate Members
Any Hong Kong company that is involved in any stage of any digital entertainment production, such as video games production (development, art content creation, publishing, distribution, etc.), animation, digital technology and education, can apply for Corporate membership.

Individual Members
Any individual party who works in any aspects of any digital entertainment industry or is interested in digital entertainment development can apply for individual membership.

Student Members
Any full-time student who studies in any aspects of digital entertainment or is interested in digital entertainment is also welcome to register as student member.

• Corporate Membership Fee: $500 per annum
• Individual Membership Fee: $200 per annum
• Student Membership Fee: $50 per annum

 

Membership Rights and Obligations (Membership Rules)

• All members shall observe and comply with the Membership Rights and Obligations of the Association (hereinafter called ‘the Membership Rules’) and directives issued by the Executive Committee from time to time;
• Any member who wishes to withdraw his/her membership shall inform the Executive Committee in writing;
• No member shall use the name of the Association in his/her own personal dealings, or bring or attempt to bring the name of the Association into disrepute;
• All members shall observe and abide by the laws of Hong Kong. The Association shall not be held liable for any member’s breach of the laws;
• All members of the Association shall pay the full amount of membership fee as determined in the bye-laws as payable the way for the relevant class of membership to which the members belong.

 

III. Organization Structure

Executive Committee is the Association’s executive body. The Committee members are all recognized figures in Hong Kong digital entertainment industry and the post of Chairman, Vice Chairmen, Secretaries, etc. are generated from the committee members.

 

IV. Executive Committee

The Executive Committee shall comprise of the representatives of not less than 10 but not exceeding 15 members. The Executive Committee members, who should vote between themselves, are the persons who will assume the role of Chairman, Vice Chairmen, and Secretaries.

• Chairman One
• Vice-Chairmen Four; of each representing Game, Animation, Digital Effects and Education (Note 1)
• Secretaries Two; internal and external (Note 2)

Note 1: If there is any vacancy of particular section, the chairman shall be authorized to act upon
Note 2: If only one vacancy is filled, the elected secretary shall act upon functions of both
All members of the Executive Committee shall serve the Association gratuitously. They shall hold office for two year and serve the Association immediately from their appointment to office at the General Meeting when they are elected to their retirement at the General Meeting following the next. (i.e. Election day of the next Executive Committee)
Vacancies in the Executive Committee shall be filled at the Executive Committee Meeting, General Meeting or Extraordinary General Meeting. Newly appointed members of the Executive Committee shall hold the office until retirement at the General Meeting when election of new Executive Committee shall take place.
Meetings of the Executive Committee shall be held at such times and places as the Chairman may decide and there shall at least be one meeting every 3 months.
Upon the receipt of a written request signed by at least twenty percent (20%) of the Executive Committee members, the Chairman must call a meeting within two (2) weeks to discuss the matters raised in the request.
The quorum of the Executive Committee meeting shall consist of fifty percent (50%) of the Executive Committee. Resolutions shall be adopted by a simple majority of those present at the meeting. In the event of equality of votes, the Chairman of the Meeting shall have a casting vote but the Chairman shall abstain from casting its vote if the matter on which it votes on conflicts with its personal interest and if this situation arises, the Chairman is required to declare its personal interest at the start of the Meeting. Upon the abstention of the Chairman, the Vice-Chairman shall have a casting vote.
A member of the Executive Committee could be re-appointed. Should the representative of a member of the Executive Committee ceases to be affiliated with that member; the member should appoint another representative to the Association for rectification by the Executive Committee. The office of any member of the Executive Committee shall become vacant if that member:

• ceases to be a member;
• makes any arrangements or composition with its creditors or has received a Receiver appointed or enters into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation);
• resigns from his office by giving two weeks written notice to the Association;
• is removed by the Association acting in General Meeting;
• commits a criminal offence.

 

The function of the Executive Committee shall be:

1. to plan, organize and monitor the overall activities of the Association;
2. to implement the resolutions passed at the General Meetings and Extraordinary General Meetings;
3. to attend to the day to day affairs of the Association including and without limitation, the organization of activities, solicitation and acceptance of sponsorship, appropriation of funds to meet recurrent expenses of the Association;
4. to make recommendations to the General Meetings;
5. to terminate membership of members should there be a breach of the laws of Hong Kong. Such termination shall only take effect upon approval at the meeting of the Executive Committee.
6. to admit new members.

 

The Chairman shall:

1. act as Chairman of the Executive Committee;
2. represent the Association;
3. direct the various members of the Executive Committee in their work;
4. take overall charge of the Association;
5. preside over all Executive Committee meetings and General Meetings;
6. present on behalf of the Executive Committee a Report at the General Meetings on the activities of the Association;
7. co-sign financial documents with the Internal Secretary and the External Secretary following the Payment Approval Procedures below.

 

Payment Approval Procedures

Amount (HK)		5,000 – 9,999	10,000 – 30,000	>30,000
With Approval of Chairman & Secretary (Internal)	*
With Approval of Chairman, 2 Secretaries		*
With Approval of Chairman, 1 Vice-Chairman, 2 Secretaries			*
With Approval of Chairman, 2 Vice-Chairmen, 2 Secretaries				*

 

The Vice Chairman shall:

1. assist the Chairman in his/her work;
2. represent the Association for the relevant sector;
3. act for the Chairman when he/she is absent or has vacated his/her office. (except item 7 under the responsibilities of Chairman)

 

The Internal Secretary shall:

1. establish as the secretariat and register as the office of the Association: handle local and overseas correspondence and enquiries;
2. be responsible for the administration of the Association: keep an up-to-date Register of the Members; handle Membership enrolment, manage official website and financial matters;
3. act as the internal communication channel;
4. assist the Executive Committee in the Association’s publicity and other activities
5. draft, prepare (in consultation with the Chairman) and keep agenda, minutes, bye-laws of the Executive Committee meetings and the General Meetings;
6. co-sign financial documents with the Chairman (and the External Secretary, if necessary) following the above Payment Approval Procedures.

 

The External Secretary shall:

1. assist the Chairman and Vice-Chairmen in all external affairs;
2. assist the Association in the implementation of external promotion matters;
3. assist the Association in the implementation of the Association’s activities;
4. assist the Association in the preparation of publicities: brochure, website contents.
5. co-sign financial documents with the Chairman (and the Internal Secretary, if necessary) following the above Payment Approval Procedures.

 

Arrangements for Resolution
The notice for the resolution on the matters of the Association approved by the Chairman, Vice-Chairman of the relevant sector and the two secretaries should be issued to the Executive Committee, who shall provide its comments or objection within seven days. Qualified members should be notified seven days after the final approval of the resolution depending on the relevant circumstances.
The Executive Committee can call for a meeting in case of urgency, postponement of meetings or change of meeting dates. Meeting attended by three members from the Executive Committee will be effective. The Chairman or any Committee member can request the Chairman to call for a meeting any time. In all Exco meetings, each member will have one vote. Should there be any disputes on the number of votes, Chairman can have his casting vote or announce a second round voting.

V. General Meetings
General Meeting shall be held every year within two months prior to the year end of the Association falling on the 31st day of December, and at such time and place as determined by the Executive Committee. All other General Meetings shall be called Extraordinary General Meetings.
Notice of the General Meetings and Extraordinary General Meetings shall be sent to all members of the Association at least fourteen (14) days before the Meeting.
The non-receipt of a notice by any member shall not invalidate the proceedings at any Meeting. The quorum of any General Meeting is twenty percent (20%) of the total corporate members of the Association either in person or by proxy.
If a quorum is not present at any General Meeting, then the Executive Committee shall give at least seven (7) days’ written notice of the date, time and place of the adjourned meeting, and if at the adjourned meeting, a quorum eitheSr in person or by proxy is not present within half an hour of the time appointed for the meeting, the members present shall form a quorum.The business of the General Meeting shall be:

• To receive and adopt the Report of the Executive Committee;
• To receive and adopt the Financial Report of the Association for the previous term;
• To adopt members of the Executive Committee for the ensuing term of office;
• To elect and confirm the appointment of the Chairman, the Vice Chairmen, and the Secretaries;
• To discuss any other items on the agenda at the time of the calling of the Meeting.

 

All matters submitted to a General Meeting, except amendments of the Membership Rules, shall be decided by a simple majority. In the event of equality of votes, the Chairman shall have a casting vote but the Chairman shall abstain from casting its vote if the matter on which it votes on conflicts with its personal interest and if this situation arises, the Chairman is required to declare its personal interest at the start of the Meeting. Upon the abstention of the Chairman, the Vice-Chairman shall have a casting vote.
 

VI.I Appointment of Executive Committee

1. Chairman must organise an Extraordinary General Meeting for the election of Executive Committee for the ensuing term of office towards the end of the year’s office; such meeting must be held at least 2 weeks before the Annual General Meeting.
2. Vacancies of the Executive Committee shall be filled at the Extraordinary General Meeting by election initiated by the Chairman.
3. All existing Executive Committee members and Corporate Members (hereinafter called “members to nominate”) are eligible to nominate candidates for election. Nominations must be in writing and addressed to the Secretariat at least 7 days prior to the Extraordinary General Meeting with the consent of the nominees.
4. All existing Executive Committee members and Corporate Members are entitled to vote. (hereinafter called “members entitled to vote”)
5. Non-members could be nominated however they should subscribe as members prior to election and work in any aspects of any digital entertainment industry.
6. A list of all the candidates eligible for election should be sent to the members entitled to vote 7 days before the date of the Extraordinary General Meeting.
7. The election shall be valid if 2/3 of the total number of members entitled to vote attend the Extraordinary General Meeting.
8. If the number of candidates eligible for election equals to or less than the number of vacancies to be filled, such candidate shall be successfully elected if the agreement votes exceed ½ of the total number of members who attend to vote. The nominee (s) herself / himself is not eligible to vote.
9. If the number of candidates eligible for election is more than the number of vacancies to be filled, election shall be conducted by ballot in accordance with the followings:
   (1) Each member entitled to vote shall have one vote for each vacancy. The candidate (s) receiving the highest amount of votes shall be successfully elected. The nominee (s) herself / himself is not eligible to vote.
   (2) In case of equality of votes and the number of elected candidates is more than the number of vacancies to be filled, second vote for those candidate (s) receiving the least amount of votes shall be demanded. The candidate (s) receiving the highest amount of votes in the second vote shall be successfully elected. In case of equality of votes, the elected Chairman of ensuing term of office shall have a casting vote.
10. All members could attend the General Meeting or Extraordinary General Meeting through their authorized representatives, or by proxy or attorney. However such document appointing a proxy or authorizing representatives should reach the Chairman before election takes place;
11. The Chairman must organize the Annual General Meeting for the election of the new Executive Committee upon the formation of the Executive Committee for ensuing term of office is formed in accordance with the bye-law clause VI.II.

 

VI.II Election of the Position for the Executive Committee

1. Any members of the Executive Committee and Corporate Members shall be eligible to nominate the Chairman, Vice-chairmen and Secretaries for the ensuing term of office;
2. Any members of the Executive Committee for the ensuing term of office shall be eligible for the nominees of the the Chairman, Vice-chairmen and Secretaries;
3. Nominations of the Chairman, Vice-chairmen and Secretaries for the ensuing term of office must be sent to the Secretariat in written at least 7 days before the date of the Annual General Meeting or Extraordinary General Meeting;
4. All members of the Executive Committee and Corporate Members shall have voting rights, yet the candidates cannot vote for the position they are being elected for;
5. Committee Secretary must send a list to of all candidates eligible for election to the members entitled to vote 7 days before the date of the Annual General Meeting or Extraordinary General Meeting;
6. All members entitled with voting rights should attend a General Meeting or Extraordinary General Meeting to vote. Ballot papers completed at the Annual General Meeting shall be collected, checked and counted by the scrutineers approved by the Executive Committee;
7. All members could attend through their authorized representatives, or by proxy or attorney. However such document appointing a proxy or authorizing representatives should reach the Chairman before election takes place;
8. The election shall be valid if 2/3 of the total number of members entitled to vote attend the meeting.
9. If only one candidate is eligible for election, such candidate shall be successfully elected if the agreement votes exceed disagreement votes.
10. If more than one candidate are eligible for election, the candidate receiving the highest amount of votes shall be successfully elected. In the case of equality of votes in respect of the Chairman, second election shall be demanded. In the case of equality of votes in respect of Vice-Chairmen and Secretaries, the elected Chairman of ensuing term of office shall have a casting vote.

 

VII. Extraordinary General Meeting
Upon receiving a joint written request of at least ten percent (10%) of the members of the Association, the Chairman shall organise an Extraordinary General Meeting. The discussions and resolutions shall be confined only to those points listed in the request. The quorum for the Extraordinary General Meeting is the same as the General Meeting, except that the Meeting shall be closed if a quorum is not present within half an hour from the time appointed for the meeting.
VIII. Sub-Committees
Sub-Committees can be set up from time to time to carry out the objectives of the Association and can be dismissed upon approval of the Executive Committee.
They shall comprise of members appointed by the Executive Committee and headed by a chairman appointed by the Executive Committee. All chairmen of the Sub-Committees shall submit report of their activities to the Executive Committee.

IX. Others

Dissolution of the Association
The Association shall be dissolved at the General Meetings or Extraordinary General Meetings upon approval of two thirds (2/3) of all members present either in person or by proxy at the Meetings.
Amendment of Bye-Laws
Members of the Executive Committee can request for amending the Bye-Laws, which shall only be approved if two-third of the Committee members voted for such an amendment.
Amendment of the Membership Rules
Notices of amendments of the Membership Rules must be sent to all members at least one month before the date of the General Meeting at which such amendments will be considered. Any amendment of the Membership Rules shall require the approval of at least two thirds (2/3) of the members present at the General Meetings.
Applicable Laws
The Membership Rules are construed in accordance with the laws of Hong Kong. Any dispute arising hereof shall be subject to the non-exclusive jurisdiction of the Hong Kong courts.