（本章程以英文本为准）
以下个人同意按协会章程组织成立一个协会：
申报人姓名及地址
潘租尧
香港
王孝雄
030024 山西省太原市河西千峰南路
曹亮功
100089 北京市西三环北路5号
吴国力
100037 北京百万庄建设部大院14楼西门1205号
月 日
见证人签字
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE COMPANIES ACT CAP. 285
A COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
WORLD ASSOCIATION OF CHINESE ARCHITECTS
1. The name of the Company is World Association of Chinese Architects ("WACA" or the "Association") and the Chinese name of the Association shall be “世界华人建建设师协会”
2. The Registered Office of the Association will be situate in Road Town, Tortola, British VirginIslands, or at such other place within the British Virgin Islands as the directors may from time to time determine.
3. The objects for which the Association is established are as follows:
(1) To unite on a world wide basis and to foster friendship, knowledge, arts, education, science and technology among Chinese and ethnic Chinese architects and academics in architectural research and education.
(2) To strive to safeguard the rights of Chinese and ethnic Chinese architects in the world.
(3) To raise the standing and influence of Chinese and ethnic Chinese architects in the world arena.
(4) To promote architectural research and technical innovation.
(5) To publicize and honour the professional achievements of Chinese and ethnic Chinese architects through various means.
(6) To raise the standard of the technical and cultural qualities of Chinese and ethnic Chinese architects through publications, seminars and exchanges in order to update knowledge, promote new technology and foster architectural creation.
(7) To promote and protect the Chinese architectural heritage and to study and discuss the direction for modem vernacular architecture.
(8) To do all such things as are incidental or conducive to the attainment of the above objects.
(9) To engage in or carry on any other lawful trade, business or enterprise which may at any
time appear to the directors of the Association capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the directors or the Association likely to be profitable to the Association. In the interpretation of this Memorandum of Association in general and of this Clause 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Association, or by juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this clause or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Association.
4. Except as prohibited or limited by the Companies Act (Cap. 285) the Association shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to the Memorandum of Association and the Articles of Association of the Association considered necessary or convenient in the manner set out in the Articles of Association of the Association, and the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the Association; to register the Association to do business in any other jurisdiction; to sell, lease or dispose of any property of the Association; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Association with or without security; to invest monies of the company in such manner as the directors determine; to promote other Companies; to sell the undertaking of the Association for cash or any other consideration; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to directors, officers, employees, past or present and their families; to carry on any trade or business and generally to do all acts and things which, in the opinion of the Association or the directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Association in connection with the business aforesaid PROVIDED THAT the Association shall only carry on the businesses for which a licence is required under the laws of the British Virgin Islands when so licensed under
the terms of such laws.
The assets, income and property of the Association however derived, other than normal
operational expenses as provided for above, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association, 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 Association or any other organisation or any other person or persons.
5. The liability of the members is limited.
6. Every member of the Association undertakes to contribute to the assets of the Association in the
event of the same being wound up during the time that he is a member, or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member, and the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding US＄1.00.
7. If upon the winding up or dissolution of the Association there remains, after the satisfaction of
all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other charitable
association, institution or body, having objects similar to the objects of the Association and which shall prohibit the distribution of its income and property among its members to an extent at least as great as is imposed on the Association under or by virtue of clause 4 hereof, such association body, institution or institutions to be determined by the members, and if and so far as effect cannot be given to this provision then to some other charitable cause.
we, the several persons whose names and addresses are subscribed are desirous of
being formed into an association, in pursuance of this Memorandum of Association.
Name, Addresses and Description of Subscribers
POON Cho Yiu Ronald, Penthouse, 99 Caine Road,
Hong Kong.
LEE King Fun Andres, 19/F, Universe Trade Centre,
3 Arbuthnot, Road, Central,
Hong Kong
Dated the 26th day of February, 2004
Witness to the above Signatures:
