Minutes of the Extraordinary General Meeting of the Civic Party

Held on September 16, 2006 (Saturday) at 1:45 p.m.

Room 502, Boys’ and Girls’ Clubs Association, 3 Lockhart Road, Wanchai.

Present:
1. Kuan Hsin-chi (Chairman)
2. Au Yeung, Chi Fei
3. Chan, Ching Kiu, Stephen
4. Chan, Ka Lok
5. Chan, Tanya
6. Char, Shek Ngor, Stephen
7. Cheng, Yu Shek, Joseph
8. Cheung, Chiu Hung, Fernando
9. Chua, Hoi Wai
10. Eu, Yuet Mee, Audrey
11. Fan, Chun Sing, Arnold
12. Fung, Kin Fai
13. Ho, Hon Wai, Angus
14. Hui, Wing Tai
15. Ki, Mui Kuen, Annie
16. Kwok, W.H. Dennis
17. Kwok, Michael
18. Lai, Kwong Tak, Albert
19. Lam, Anthony
20. Lam, Chau Lui, Charles
21. Lam, Seung Wan
22. Lam, Wai Ha
23. Lay, Yan Piau
24. Lee, Abraham
25. Leong, Kah Kit, Alan
26. Leung, Wing Yee, Alice
27. Li, Gladys Veronica
28. Liu, Ngan Fung
29. Lo, Wing Cheung, Freeman
30. Lo, Yuen Ho, James
31. Mak, Yau Mei Siu, Teresa
32. Mok, Medeleine
33. Mo, Man Ching, Claudia

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 34. Ng, Ngoi Yee, Margaret
35. Ng, Tat Hung, Daniel
36. Shum, Yuen Ming
37. So, Yiu Kwan, Simon
38. Tong, Yau Tin, Benny
39. Tong, Ka Wah, Ronny
40. Tsang, Kwok Fung
41. Tsoi, Moon Leung
42. Vines, Stephen
43. Williams, Anthony Mark
44. Wong, Shui Hung, Linda
45. Wong, C. Dora
46. Wong, Shun Yin, Simon
47. Yin, Michael
48. Yip, Chun Kwong
49. Yu, Kwun Wai, Thomas
50. Yung, Wing Sheung, Amy
51. Zimmerman, Paul

Proxies:
1. Ng, Betty
2. Chan, Ka Leung

Observers:
1. Au Yeung, Man Bun Francis
2. Chan, Adrian
3. Hung, Chi Yin, Christine
4. Lai, Man Yin
5. Lau, Tony
6. Li, Kei
7. Shannon, John
8. Vong, Chak Lai, Vincent
9. Chung, Yuk Kay Carl
10. Wong, Wing Yee
11. Ng, Ching Man, Benson
12. Wong, Shiu Wing
13. Chiu, Chi Tak, John
14. Choy, Pun Kim, Wodlid

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 15. Lam, Lai Tan
16. Law, Yuk Ming
17. Wong, Nai Ping, Nelson
18. Lee, Kam Tim
19. Lee, Shu Yin (Samuel)
20. Liu, Tai Nin, Darwin
21. Lo, Chun Yee

Items

1. Adoption of Agenda

1.1. Chairman began the meeting by thanking everyone for attending. He indicated
that the Executive Committee (ExCo) decided to hold the Extraordinary General
Meeting (EGM) because there was an urgent need to amend the Articles of
Association (A&A) before the Annual General Meeting (AGM) in November.
1.2. One member indicated that the retreat session should go before the EGM as there
were some queries on the proposed amendments among members. A retreat
session could allow members to discuss the proposals more thoroughly.
1.3. Chairman explained that any amendments made at an EGM required 21 days of
notification as stated in the A&A. Proposals made in the retreat session therefore
could not be voted upon. Changing the agenda would make no difference.
1.4. Chairman declared that a vote, by means of secret ballots, on the four proposed
resolutions would be held after discussion.
1.5. Chairman also proposed that agenda items 7 and 8 of the retreat session should be
rephrased as “Review of CP’s present challenges” and “Discussion of strategies
in responses to CP’s challenges” respectively.
1.6. Members adopted the amended agenda unanimously.

2. To consider and pass the Special Resolution (1) as stated in the Notice of Extraordinary
General Meeting dated August 22, 2006

2.1. Mark Williams, on behalf of the ExCo, introduced the proposed resolution. He
explained that the purpose of the proposal was only to give discretionary power to
the ExCo to expand its size up to 30 members if needed. He noticed that there
were members who held different views on this matter and had written to the
ExCo. He thanked them for their views and indicated that the ExCo would not
expand just for the sake of expansion. He welcomed further views from members.

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 2.2. Discussions of the resolution are summarized as follows:

2.2.1. Many members spoke on the issue of expansion. One member indicated
that the expansion proposal could not address the current internal
problems the party was facing. ExCo should review thoroughly the role of
ExCo members and then decide on its composition. Another member
indicated that ExCo’s expansion could not achieve any “economy of
scale”; the problems ExCo were facing were management problems rather
than a matter of size.
2.2.2. One member asked for a clarification of the roles of ExCo members:
whether they were party leaders or they only assumed some specific
functions. This member believed that a clearer division of labour among
ExCo members was needed and that party members should be informed of
the roles of individual ExCo members.
2.2.3. One member sought a clarification of how the power would be used and
under what circumstances the ExCo would expand. Another member
commented that the current suggestion could not address the issue of the
lack of communication within the party. This member suggested that the
representativeness of the ExCo should be strengthened by elections.
2.2.4. Further, some members suggested that party organization should be
streamlined among different branches. Division of party affairs and the
work of the parliamentary group would be needed.
2.2.5. In addition, some members demanded that the new ExCo should be
elected post by post. One said that he would consider supporting the
proposal only if a vote of confidence would be promised even when there
was only one candidate for a particular post. However, some members
suggested that the issue of a vote of confidence was irrelevant, as
members could exercise their power to convene an EGM if there was
dissatisfaction with the ExCo members.
2.2.6. One member noted that the first two resolutions were critical, and that she
had strong reservations on these two resolutions while she would endorse
the last two.

2.3. In response to the discussions, Mark Williams reiterated that the expansion of the
ExCo would be on a need basis. There would only be two vacant seats in the
ExCo at the moment which was inadequate for the ExCo to accommodate its
future work. He also added that the ExCo had already adopted an election

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 procedure which would allow members to elect the ExCo post by post. A vote of
confidence had also been included in the proposed procedure.

2.4. Margaret Ng, on behalf of the ExCo, added that flexibility would be important in
the daily operation of the ExCo. The purpose of the expansion proposal was to
increase the flexibility and discretion of the ExCo while members could control
the exercise of this power in the AGMs.

2.5. Chairman announced that the meeting would proceed to the next agenda item.

3. To consider and pass the Special Resolution (2) as stated in the Notice of Extraordinary
General Meeting dated August 22, 2006

3.1. No formal introduction to this agenda item was provided. Discussions followed
those on the previous agenda item:
3.1.1. There were further comments on the vote of confidence. Members
clarified that the suggestion was not meant to be offensive, but to express
their concerns.
3.1.2. One member suggested that the expansion of the ExCo would not be
necessary as the ExCo could delegate its work by forming more task
forces and committees involving party members.
3.1.3. One member raised the idea of a mechanism of impeachment to be
exercised if members were not satisfied with the performance of
individual ExCo members. Chairman clarified that there was no such
mechanism yet, but the Ethics and Standards Committee would handle
complaints against the ExCo.
3.2. In response to the discussions, Mark Williams indicated that the party should
comply with the Company Ordinance which requires 21 days of advance notice to
propose a resolution at a General Meeting.
3.3. Some members indicated that there had been sufficient discussions on the
resolutions proposed. The meeting should proceed straight to the voting on the
four resolutions. Chairman declared that a vote on the motion would be required.
Proposer: Paul Zimmermann
Seconder: Ronny Tong Ka Wah
For the motion: 23 members
Against the motion: 20 members
Abstentions: 8 members

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 3.4. Chairman declared that the meeting would skip agenda items 4 and 5 and go
straight to the votes on the four resolutions.

4. To consider and pass the Special Resolution (3) as stated in the Notice of Extraordinary
General Meeting dated August 22, 2006

No discussion was held.

5. To consider and pass the Special Resolution (4) as stated in the Notice of Extraordinary
General Meeting dated August 22, 2006

5.1. No discussion was held.

5.2. Voting on the four proposed resolutions was held. Chairman announced the
results as follows:

5.2.1. Resolution (1) For: 30 members, Against: 23 members Result: Rejected

5.2.2. Resolution (2) For: 42 members, Against: 11 members Result: Passed
5.2.3. Resolution (3) For: 51 members, Against: 2 members Result: Passed
5.2.4. Resolution (4) For: 53 members, Against: 0 members Result: Passed

6. The meeting was adjourned at 5:15 p.m.

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