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THE HONGKONG GOVERNMENT GAZETTE, DECEMBER 15, 1911.
Restrictions on appoint-
ment or advertise- ment of director.
8 Edw. 7 c.
69 s. 72.
Qualification of director. Ib. 8. 73.
Validity of
(2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.
(3) Until the contrary is proved, every general meeting of the company or meeting of directors in respect of the proceedings whereof minutes have been so made shall be deemed to have duly held and convened, and all proceed- ings had thereat to have been duly had, and all appoint- ments of directors, or liquidators, shall be deemed to be valid.
Appointment, Qualification, and Duties, &c., of Directors.
73.—(1) A person shall not be capable of being appoint- ed director of a company by the articles, and shall not be named as a director or proposed director of a company in any prospectus issued by or on behalf of the company, or in any statement in lieu of prospectus filed by or on behalf of a company, unless, before the registration of the articles or the publication of the prospectus, or the filing of the statement in lien of prospectus, as the case may be, he has by himself or by his agent authorised in writing-
(/) signed and filed with the registrar of companies a con-
sent in writing to act as such director; and (ii) either signed the memorandum for a number of shares not less than his qualification (if any), or signed and filed with the registrar a contract in writing to take from the company and pay for his qualification shares (if any).
(2) On the application for registration of the memoran- dum and articles of a company the applicant shall deliver to the registrar a list of the persons who have consented to be directors of the company, and, if this list contains the name of any person who has not so consented, the appli- cant shall be liable to a fine not exceeding five hundred dollars.
(3) This section shall not apply to a private company nor to a prospectus issued by or on behalf of a company after the expiration of one year from the date at which the company is entitled to commence business.
74.-(1) Without prejudice to the restrictions imposed by the last foregoing section, it shall be the duty of every director who is by the regulations of the company required to hold a specified share qualification, and who is not already qualified, to obtain his qualification within two months after his appointment, or such shorter time as may be fixed by the regulations of the company.
(2) The office of director of a company shall be vacated, if the director does not within two months from the date of his appointment, or within such shorter time as may be fixed by the regulations of the company, obtain his qualification, or if after the expiration of such period or shorter time he ecases at any time to hold his qualification: and a person vacating office under this section shall he incapable of being re-appointed director of the company until he has obtained his qualification.
(3) If after the expiration of the said period or shorter time any unqualified persou acts as a director of the company, he shall be liable on conviction to a fine not exceeding fifty dollars for every day between the expiration of the said period or shorter time and the last day on which it is proved that he acted as a director.
75. The acts of a director shall be valid notwithstand- acts of direc-ing any defect that may afterwards be discovered in his
appointment or qualification,
tors.
Ib, s. 74.
List of diree- fors to be sent to
registrar. Ib. s. 75.
76 −(1) Every company shall keep at its registered office a register containing the names and addresses and the occupations of its directors, and send to the registrar of companies a copy thereof, and from time to time notify to the registrar any change among its directors.