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not be returned until six months shall have elapsed after the expiration of their term of office.
21. The Directors shall, after the expiration of their term of office, continue in the performance of their duties until the newly elected Directors enter upon the discharge of their duties.
22.-No Shareholder who has been declared bankrupt and has not fully discharged his debts shall be eligible for election as a Director, notwithstanding he may be a Share- holder of more than fifty shares.
23.-The office of Director shall be considered as vacant in any one of the follow- ing events--
(1.) If he resigns,
(2.) If he becomes of unsound mind.
(3.) If he becomes a bankrupt.
(4.) If he is absent from all the meetings of the Board of Directors during a period of three months without special leave of absence from the Board of Directors. Vacancies arising from any of the foregoing causes shall be filled by the Board of Directors from among Shareholders holding not less than fifty shares, and every such appointment must be sanctioned by the Minister of State for Finance. Every Director so appointed shall hold office for the remainder of the term only for which the Director in whose place he is appointed would have held office, and the powers and re- sponsibilities of any such Director shall be same as those of other Directors.
24-Any Director who bas during his tenure of office committed any of the acts mentioned in Article 44 bereof, may be removed by Resolution of a General Meeting of Shareholders.
25.-The Board of Directors shall control all business of the Bank in accordance with the Yokohama Specie Bank Regulations; these Articles of Association, the Bye- laws of the Bank, and the Resolutions of the General Meetings of Shareholders. The Board of Directors shall also have the following powers:-
(1) To elect the President and Vice-President of the Bank from among the
members of the Board of Directors.
(2.) To appoint and dismiss Managers and other Officers and Employees of the Bank and to assign to them their duties at home or abroad, and to fix the security required from them.
(3) To fix the salaries, remuneration, and travelling expenses payable to the
Officers and Employees of the Bank.
(4) To decide upon the Dividends to be declared and the amount of reserve to be set aside half-yearly according to Articles 89 and 91 hereof, and to submit
a Report of the same to Ordinary General Meetings of Shareholders.
(5.) To determine the manner in which the bonuses fixed by Article 93 hereof
are to be distributed among the Officers of the Bank.
(6.) To determine the mode of electing the succeeding Board of Directors, and to
choose Arbitrators in case any dispute arises in respect of such election.
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(7-) To prescribe the Bye-Laws and other Regulations of the Head Office and the
Branches and Agencies.
(8.) To open or close agencies in Japan or abroad.
(9.) To convene General Meetings of Shareholders.
(10) To effect fire and marine insurance on the property belonging to the Bank
and also property in which the Bank is interested.
(11) To refer any disputes in favour or against the Bank to arbitration and to
carry out the awards.
(12.) To buy, rent, or hire any land, buildings, and other property necessary for the business of the Bank, and to erect or repair such buildings or property, and to sell, transfer, or remove any such property when no longer required. (13.) To enter into contracts for lending or borrowing money, and to make all
other kinds of agreements appertaining to the business of the Bank. (14) To enter into correspondence and contracts concerning the business of the Bank with banks and other corporate bodies as well as with individual persons both Japanese and foreign.
(15.) To continue, reduce, or release debts or other liabilities owing to the Bank. (16.) To institute, defend, compound, or abandon any legal proceedings by or
against the Bank.
(17.) To invest the Capital of the Bank and any of the moneys received by the
Bank in public bonds, bullion, or other sound securities.
(18.) To pay the debts and other just claims against the Bank.
(19.) To use the seal of the Bank, or to delegate the power to use the same, to
the President, Manager, or any other of the Bank.
26. The Board of Directors may, if occasion demands, attend to any matters that properly belong to the duties of the President or Vice-President,
27. The Board of Directors may attend to matters other than those specified in Articles 25 and 26 hereof in such manner as they may consider most conducive to the interests of the Bank, unless specially forbidden to do so by the provisions of the Yokohama Specie Bank Regulations or these Articles of Association.
28. The Directors are entitled to receive the bonuses prescribed by Article 93 hereof, and the President shall fix the amount payable to each.
29.-The Board of Directors shall at once convene an Extraordinary General Meeting of Shareholders whenever there arises a loss of one-half or more than one-half of the amount of the capital of the Bank, and make report on the subject to the meet- ing so convened.
30.-The Board of Directors shall settle the procedure of the meetings of the Board and keep minutes of such meetings.
31.-The Board of Directors shall hold regular meetings once a week, and also The special meetings whenever necessary, to discuss the business of the Bank. minutes of such meetings shall be entered in books provided for that purpose, and shall be signed and sealed by the chairman of the meetings. The President of the
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