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respect of any of the shares of such member or of the member for whom he is proxy, or whom he represents and no person shall be entitled to be present or vote at any general meeting in person or by proxy, in respect of any shares that he has acquired by transfer unless he has been registered in respect of such share for at least one month previously to the meeting at which he proposes to be present or vote.
Appointment 134. (1) Any member whose address on the of attorney. register of Members shall not be in Hongkong shall be entitled to appoint by power of attorney some person, whether a member or not having an address within the area of the Local Postal Delivery of Hongkong to act as his attorney for the purposes of receiving notices of general meetings and voting thereat, and upon such power of attorney being deposited with the Company together with a notice from the attorney giving his address in Hongkong an entry thereof shall be made in the Register of Mem- bers, and all notices of meetings held during the continuance of such power of attorney shall be served upon the attorney thereby appointed as if such attorney were the registered holder of the shares of the member appointing him; and all notices except where otherwise expressly provided in these articles shall be deemed duly served if served upon such attorney in accordance with these articles, and the attorney shall be entitled to attend any general meeting of the Com- pany held during the continuance of his appointment and to vote thereat in respect of the said shares. Such vote shall be exercised either personally or by proxy appointed by the attorney in accordance with these articles. Every such power of attorney shall remain in full force notwithstanding the death of or its revocation by other means by the grantor, unless and until express notice in writing of such death or revocation shall have been given to the Company at the registered office.
(2) Such powers of attorney may be in the form specified in the "Schedule" hereto but may be in any other sufficient form.
45
General Management.
MacDonald or his
General
135. (1) Donald Macdonald of Victoria Hongkong Donald or his nominee shall be the Permanent General Mana- ger of the business of the Company, and he shall be nominee to be subject in all things to the control of the Board, and Permanent he shall hold office in pursuance of the powers in Manager. that behalf contained in the Memorandum of Associa- tion. If the Permanent General Manager shall die or cease to be permanently resident in Hongkong, or shall not conduct himself with honesty, fidelity, efficiency and zeal in the Company's business and affairs, or shall be negligent in the conduct of the Company's business and affairs, or shall resign, then and in any or either of such events the Board may from time to time appoint a General Manager of the business of the Company, and may remove and discharge any such person or persons and appoint a substitute or substitutes.
person to act
(2) The Board may at the request of the Permanent Board to General Manager at any time appoint any person or appoint persons for any or an indefinite period to perform all as temporary or any of the duties of the Permanent General Manager, General whether in his absence or otherwise and may from Manager. time to time cancel such appointment or appointments and make another such appointment or appointments in lieu thereof as the Board may see fit. The Board shall upon the request of the Permanent General Manager forthwith cancel any such appointment or appointments.
136. The General Manager so appointed shall be Substituted
General subject in all things to the control of the Board-
Manager to be subject to such control and to the Company's Memo- under the randum and Articles of Association he shall have the control of the same powers and perform the same duties as are in Board. and by these articles given to and imposed upon the Permanent General Manager.
Permanent
137.—(1) The Permanent General Manager (or the Powers of General Manager appointed pursuant to article 135) General shall exercise and carry out all such powers and duties Manager. and shall observe all such directions and restrictions as the Directors may from time to time confer or impose