A 36

CAP. 70]

The Hongkong and Shanghai Bank Regulations

[1989 Ed.

[Subsidiary]

be treated, recognized and acted on as valid and binding on all the shareholders and their representatives and as a sufficient authority for all acts and proceedings in conformity therewith.

(6) The general meetings minute books shall be kept at the head office and shall, subject to conditions laid down by the board, be open to the inspection of shareholders.

84. Number of directors

The board of directors

Unless and until otherwise determined by a general meeting, the number of directors shall not be less than five nor more than twenty-five.

(L.N. 135 of 1981)

85. Board may fill vacancies

The board may fill any vacancy among the directors occurring for any reason and may add to the number of directors up to the maximum prescribed by regulation 84. Any director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.

(8 of 1946 s. 2; L.N. 334 of 1989)

86. (Repealed L.N. 86 of 1974)

87. Directors may act notwithstanding vacancy

The continuing directors may act notwithstanding any vacancy in their body; but so that if the number of directors falls below the minimum above fixed the continuing directors shall not, except for the purpose of filling vacancies, act so long as the number is below the minimum. In the event of there being no directors present in Hong Kong or of the number of directors having fallen below the minimum and it being impracticable to fill the vacancies in the manner prescribed in these regulations, the Governor either of his own motion or on the application of the chairman or of an executive director or of any twenty shareholders who would be entitled to vote at any general meeting may in the place of any persons who are deemed to have vacated the office of director appoint such persons as he may think fit to hold office as directors until the conclusion of the next following annual general meeting of the

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