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THE HONGKONG GOVERNMENT GAZETTE, 18TH MARCH, 1865.
Directors, and may also determine in what Rotation such increased or reduced Number is to go
out of Office.
(61.) Any casual Vacancy occurring in the Board of Directors may be filled up by the Directors, but any Person so chosen shall retain his Office so long only as the vacating Director would have retained the same if no Vacancy had occurred.
(65.) The Company, in General Meeting, may, by a Special Resolution, remove any Director before the Expiration of his Period of Office, and may by an Ordinary Resolution appoint another Person in his stead: The Person so appointed shall hold Office during such time only as the Director in whose place he is appointed would have held the same if he liad not been removed.
Proceedings of Directors.
(66.) The Directors may meet together for the Despatch of Business, adjourn, and otherwise regulate their Meetings as they think fit, and determine the Quorum necessary for the Transaction of Busi- ness: Questions arising at any Meeting shall be decided by a Majority of Votes: In case of an Equality of Votes the Chairman shall have a Second or Casting Vote: A Director may at any time summon a Meeting of the Directors.
(67.) The Directors may elect a Chairman of their Meetings and determine the Period for which he is to hold Office, but if no such Chairman is elected, or if at any Meeting the Chairman is not present at the Time appointed for holding the same,-the Directors present shall choose some One of their Number to be Chairman of such Meeting.
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(68.) The Directors may delegate any of their Powers to Committees consisting of such Member or Members of their Body as they think fit: Any Committee so formed shall, in the Exercise of the Powers so delegated, conform to any Regulations that may be imposed on them by the Directors.
(69.) A Committee may elect a Chairman of their Meetings: If no such Chairman is elected, or if he is not present at the Time appointed for holding the same, the Member present shall choose One of their Number to be Chairman of such Meeting.
(70.) A Committee may meet and adjourn as they think proper: Questions arising at any Meeting shall be determined by a Majority of Votes of the Members present; and in case of an Equality of Votes the Chairman shall have a Second or Casting Vote.
(71.) All Acts done by any Meeting of the Directors, or of a Committee of Directors, or by any Person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some Defect in the Appointment of any such Directors or Persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.
Dividends.
(72.) The Directors may, with the Sanction of the Company in General Meeting, declare a Dividend
to be paid to the Members in proportion to their Shares.
(73.) No Dividend shall be payable except out of the Profits arising from the Business of the Company,
(74.) The Directors may, before recommending any Dividend, set aside cut of the Profits of the Com- pany such Sum as they think proper as a reserved Fund to meet Contingencies, or for equalizing Dividends, or for repairing or maintaining the Works connected with the Business of the Company, or any Part thereof; and the Directors may invest the Sum so set apart as a Reserved Fund upon such Securities as they may select.
(75.) The Directors may deduct from the Dividends payable to any Member all such Sums of Money
as may be due from him to the Company on account of Calls or otherwise.
(76.) Notice of any Dividend that may have been declared shall be given to each Member in manner hereinafter mentioned; and all Dividends unclaimed for Three Years after having been declared, may be forfeited by the Directors for the Benefit of the Company.
(77.) No Dividend shall bear Interest as against the Company.
Accounts.
(78.) The Directors shall cause true Accounts to be kept,→
Of the Stock in Trade of the Company;
Of the Sums of Money received and expended by the Company, and the Matter in respect
of which such Receipt and Expenditure takes place; and,
Of the Credits and Liabilities of the Company:
The Books of Account shall be kept at the registered Office of the Company, and, subject to any reasonable Restrictions as to the time and manuer of inspecting the same that may be imposed the Company in General Meeting, shall be open to the Inspection of the Members during the
Hours of Business.
(79.) Once at the least in every Year the Directors shall lay before the Company in General Meeting a Statement of the Income and Expenditure for the past Year, made up to a Date not more thas Three Months before such Meeting.
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