322
CAP. 32]
Companies
[1984 Ed.
Borrowing Powers
32. The directors may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the company or of any third party.
Powers and Duties of Directors
33. The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not, by the Ordinance or by these articles, required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Ordinance or these articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.
34. The directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
35. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.
36. The directors shall cause minutes to be made in books provided for the purpose-
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the directors and of
any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the company, and of the
directors, and of committees of directors.
and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose.
Disqualification of Directors
37. The office of director shall be vacated if the director-
(a) without the consent of the company in general meeting holds any other
office of profit under the company: or
(b) becomes bankrupt or makes any arrangement or composition with his
creditors generally: or
(c) becomes prohibited from being a director by reason of any order made
under section 157E or 157F of the Ordinance; or
(d) becomes of unsound mind: or
(e) resigns his office by notice in writing to the company given in accordance
with section 157D(3)(a) of the Ordinance: or
(f) shall for more than 6 months have been absent without permission of the
directors from meetings of the directors held during that period; or
(g) is directly or indirectly interested in any contract (being a contract of significance in relation to the company's business) with the company and, if his interest in the contract is material, fails to declare the nature of his interest in manner required by section 162 of the Ordinance.