114
Filling of vacancies.
Continuance
of retiring directors.
Increase or
reduction of number.
Casual vacancies.
Power to
remove directors.
Meetings, quorum, etc., of directors.
Chairman of meeting of directors.
Committees of directors.
Chairman
of committee.
No. 1.] THE ORDINANCES OF HONGKONG: [A.D. 1865.
61. The company at the general meeting at which any directors retire in manner aforesaid shall fill the vacated offices by electing a like number of persons.
62. If at any meeting at which an election of directors ought to take place the places of the vacating directors are not filled, the meeting shall stand adjourned till the same day in the next week, at the same time and place; and if at such adjourned meeting the places of the vacating directors are not filled, the vacating directors, or such of them as have not had their places filled, shall continue in office until the ordinary meeting in the next year, and so on from time to time until their places are filled.
63. The company may from time to time, in general meeting, increase or reduce the number of directors, and may also determine in what rotation such increased or reduced number is to go out of office.
64. Any casual vacancy occurring in the board of directors may be filled 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 had 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 business. 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.
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 members present shall choose one of their number to be chairman of such meeting.