CAP. 70]
The Hongkong and Shanghai Banking Corporation.
[r. 112 cont. directors or number of directors therein stated to have attended the board meeting did in fact attend and act as a director or directors thereat; and that the person whose name is recorded as having been chairman was the chairman of the board meeting at which the proceedings thereby recorded took place, and that he was the proper person to preside and did preside as chairman thereat; or, as the case may be, that the persons whose names are subscribed to such record as directors present at the board meeting were present thereat and duly subscribed the record.
Record of board meeting binding on shareholders.
Unrescinded order or resolution to be binding.
Directors may appoint chief manager. Ord. 8/46, s. 2, Schedule.
113. Every board meeting which by any such record, so entered and purporting to be signed, is stated or appears to have been held shall unless the contrary appears on the record be treated and recognized by all the shareholders and their representatives as having been duly notified, convened and held in accordance with the regulations concerning board meetings, and the proceedings of every board meeting from time to time so recorded shall unless the contrary appears on the record be treated, recognized and acted upon by all the shareholders and their representatives as having been regular and proper in all respects.
114. Every resolution which appears recorded as part of such proceedings, and notwithstanding it be impeachable on any ground whatever, shall, so long as such resolution subsists unrescinded, be treated, recognized and acted upon as valid and binding on all the shareholders and their representatives, so far as a resolution of the board can bind them, and shall be sufficient authority for all acts and proceedings in conformity therewith, so far as the board can authorize the same.
Chief manager.
115. (1) The board may from time to time appoint any person to be the chief manager of the bank either for a fixed term or without any limitation as to the period for which he is to hold such office, and may from time to time remove, or dismiss him from office and appoint another in his place.
(2) Notwithstanding any appointment under paragraph (1) of this regulation, the board may at any time appoint any person to be an acting chief manager and any reference to
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