(2) 公會的週年大會須於每一公曆年最少舉行一次，並須在上一屆週 年大會舉行後不超過15個月內舉行。
" (2) An annual general meeting of the Society shall be held not less than once in every calendar year, and not more than 15 months after the holding of the last preceding annual general meeting."
(3) 並非週年大會的公會大會，須按附例的規定舉行。
" (3) General meetings of the Society, other than the annual general meeting, shall be held as required by the by-laws."
(4) 任何專業會計師均可在公會的任何會議上，動議與本條例的目的 及條文沒有抵觸的任何決議，但不可就依據第26、27、30、34、35、36或 39條所賦予的權力而作的任何作為動議任何決議。
" (4) Any professional accountant may, at any meeting of the Society, move any resolution which is not inconsistent with the purposes and provisions of this Ordinance but may not move a resolution in respect of any act done in pursuance of the powers conferred by section 26, 27, 30, 34, 35, 36 or 39."
公會的理事會
THE COUNCIL OF THE SOCIETY
(1) 現設立香港會計師公會理事會。
(1) There is hereby established the Council of the Hong Kong Society of Accountants.
(2) 除第(3)及(4)款另有規定外，理事會須由以下14名理事組成─
" (2) The Council shall, subject to subsections (3) and (4), consist of the following 14 members-"
(a) 財政司或獲其委任為其代表的人；
" (a) the Financial Secretary, or a person appointed by him as his representative;"
(b) 庫務署署長或獲其委任為其代表的人；及 (由1977年第16號法律 公告修訂)
" (b) the Director of Accounting Services, or a person appointed by him as his representative; and (Amended L.N. 16 of 1977)"
(c) 12名在公會的週年大會上當選的專業會計師(非僅有權根據第24 (2)條註冊的人)，而各名人士在大會當日均須通常居於香港，並且在選舉 時，該12名專業會計師當中─ (由1995年第85號第4條修訂)
" (c) 12 professional accountants (not being persons entitled to be registered only under section 24(2)) elected at an annual general meeting of the Society, each of whom shall on the day of the meeting be ordinarily resident in Hong Kong and of whom at the time of election- (Amended 85 of 1995 s. 4)"
(ii) 須有不少於5名非全職執業為執業會計師的專業會計師。 (由 1985年第14號第3條修訂；由1994年第96號第4條修訂)
(ii) not less than 5 shall be professional accountants otherwise than in full time practice as certified public accountants. (Amended 14 of 1985 s. 3; 96 of 1994 s. 4)
(2A) 就第(2)(c)款而言，專業會計師─
" (2A) For the purpose of subsection (2)(c), a professional accountant-"
(ii) 在正常辦公時間內，自由地可將實質上全部的時間專用於提供執 業會計師的服務；及
(ii) is free to devote substantially the whole of his time during normal office hours to provide his services as a certified public accountant; and
(iii) 該專業會計師沒有與僱主(該僱主並不是一名執業會計師或註冊 核數師，或一家執業會計師事務所或註冊核數師事務所，亦不是由一名執 業會計師或註冊核數師，或一家執業會計師事務所或註冊核數師事務所實 益擁有的僱主)訂立僱用合約，亦沒有與上述僱主之間存續僱用合約，而 根據該合約，其本人受約束在正常辦公時間內，將其全部或實質上全部的 時間專用於其受僱的工作上；及
" (iii) has not entered into and there is not subsisting a contract of employment between him and an employer (other than an employer who is, or which is beneficially owned by, a certified public accountant or public accountant or a firm of certified public accountants or public accountants) under which he is bound to devote the whole or substantially the whole of his time during normal office hours to his employment; and"
(b) 如持有執業證書，則不得僅以其受僱於一名執業會計師或註冊核 數師，或受僱於一家執業會計師事務所或註冊核數師事務所而不視作全職 執業為執業會計師。
" (b) holding a practising certificate shall not be treated as not being in full time practice as a certified public accountant by reason only of the fact that he is in the employment of a certified public accountant or public accountant, or in the employment of a firm of certified public accountants or public accountants,"
(3) 除第(2)款指明的理事外，總督尚可委任不多於2名理事，每名均 須是開辦會計學學科的大學或其他教育院校的代表。
" (3) In addition to the members specified in subsection (2), the Governor may appoint not more than 2 members, each of whom shall be a representative of a university or other educational institution which provides courses of instruction in accountancy."
(4) 除第(2)及(3)款指明的理事外，理事會尚可於週年大會後舉行的 首次理事會會議上，或於其後在切實可行的範圍內，盡快增選不多於2名 專業會計師為理事會理事，而該2人在當時須通常居於香港。
" (4) In addition to the members specified in subsections (2) and (3), the Council may, at the first meeting of the Council held after an annual general meeting, or as soon thereafter as is practicable, co-opt not more than 2 professional accountants, each of whom should then be ordinarily resident in Hong Kong, as members of the Council. (Added 96 of 1994 s. 4.
Amended 85 of 1995 s. 4)"
(由1994年 第96號第4條增補。
" (4) In addition to the members specified in subsections (2) and (3), the Council may, at the first meeting of the Council held after an annual general meeting, or as soon thereafter as is practicable, co-opt not more than 2 professional accountants, each of whom should then be ordinarily resident in Hong Kong, as members of the Council. (Added 96 of 1994 s. 4.
Amended 85 of 1995 s. 4)"
由1995年第85號第4條修訂)
" (4) In addition to the members specified in subsections (2) and (3), the Council may, at the first meeting of the Council held after an annual general meeting, or as soon thereafter as is practicable, co-opt not more than 2 professional accountants, each of whom should then be ordinarily resident in Hong Kong, as members of the Council. (Added 96 of 1994 s. 4.
Amended 85 of 1995 s. 4)"
(5) 除就第29A條而言屬適用外，該條第(5)(b)款就本條而言亦屬適用 。 (由1995年第85號第4條增補)
" (5) In addition to applying for the purposes of section 29A, subsection (5)(b) of that section shall also apply for the purposes of this section. (Added 85 of 1995 s. 4)"
(1) 如根據第4(3)或(4)條出現臨時空缺，或有空缺根據第15條當作產 生，如屬增選理事的空缺，則理事會可委任專業會計師填補，又如屬當選 理事的空缺，則理事會可委任屬第10(2)(c)條第(i)或(ii)節所提述的類 別(視空缺所需而定)的專業會計師填補。 (由1994年第96號第5條修訂)
" (1) If a casual vacancy occurs under section 4(3) or (4), or a vacancy is deemed to arise under section 15, the Council may, in the case of a co-opted member, appoint a professional accountant, and in the case of an elected member, appoint a professional accountant of the class referred to in subparagraph (i) or (ii) of section 10(2)(c), as the vacancy may require, to fill the vacancy. (Amended 96 of 1994 s. 5)"
(a) 第4(3)或(4)條所指的臨時空缺的專業會計師，其任期為其獲委任 替代的理事本可出任的任期，或直至該理事恢復出任在理事會的職位為止 ，兩者以較早者為準；或
" (a) a casual vacancy under section 4(3) or (4) shall hold office for so long as the member in whose place he is appointed would have held office or until the member resumes his office on the Council, whichever is the earlier; or"
(b) 第15條所指的空缺的專業會計師，其任期為其獲委任替代的理事 本可出任的任期。
(b) a vacancy under section 15 shall hold office for so long as the member in whose place he is appointed would have held office.
(1) 除第13(2)條另有規定外，緊接每屆公會週年大會結束前，6名自 最近一次當選後任職最長的當選理事須卸任。 (由1994年第96號第6條修 訂)
" (1) Subject to section 13(2), immediately before the conclusion of each annual general meeting of the Society, the 6 elected members who have been longest in office since their last election shall retire from office. (Amended 96 of 1994 s. 6)"
(4) 增選理事的任期至緊接下屆週年大會結束前為止，並有資格再獲 增選或(屬僅有權根據第24(2)條註冊的人除外)獲選為理事會理事。 (由 1994年第96號第6條增補)
(4) A co-opted member shall hold office until immediately before the conclusion of the next annual general meeting and he shall be eligible to be co-opted again or (except in the case of a person entitled to be registered only under section 24(2)) elected as a member of the Council. (Added 96 of 1994 s. 6)