251
Number of Directors.
Meetings of Board to be held in Hongkong.
First Directors.
Qualification,
Remunera- tion.
Board may
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Directors as they may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient, and they may confer such powers either collaterally with or to the exclusion of and in substitution for, all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw, alter, or vary all or any of such powers.
Directors.
146. Until otherwise determined by a General Meeting the number of the Directors shall be three in number.
147. The Meeting of the Directors shall be held in the Colony.
148. The first Directors of the Company shall be Messrs. Donald Macdonald, of York Buildings, Vic- toria, Hongkong, Herbert Johnson Gedge, of Prince's Buildings, Victoria, Hongkong, Solicitor, and James Ormiston, of York Buildings, Victoria, Hongkong.
149. The qualification of Director shall be the holding of at least Fifty shares in the Company.
150. The remuneration of the Directors shall be fixed from time to time by the Company in General Meeting.
151. The Board shall have power at any time, and fill vacancies, from time to time, to appoint any qualified person as a Director either to fill a casual vacancy or as an addition to the Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed as above. But any Director so appointed by the Board shall hold office only until the next Ordinary Meeting of the Company but shall then be eligible for re-election at that meeting.
Director to obtain qualification.
152. Every Director must obtain his qualification before, or within one month, after he is appointed to office, and unless he obtains his qualification before or within one month after he is so appointed, he shall
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be deemed to have refused the appointment and the Board may thereupon fill the vacancy in accordance with Article 151.
153. Continuing Directors may act notwithstanding Directors any vacancy in their body but so that if the number may act not- of Directors falls below the minimum of two the con- vacancy.
withstanding tinuing Director shall not except for the purpose of calling General Meetings act so long as the number is below the said minimum.
154. The Office of a Director shall ipso facto be When office vacated:
of Director to
(a.) If he become bankrupt or has a receiving be vacated.
order made against him or suspend payment or compound with his creditors;
(b.) If he becomes a lunatic or of unsound mind; or if all the Directors shall unanimously re- solve that he is physically or mentally incap. able of performing the functions of a Director; (c.) If he ceases to hold the required number of
shares to qualify him for office;
(d.) If by notice in writing to the Company left at the Head Office he resigns his office.
155. No Director shall be disqualified by his office Directors' from contracting with the Company either as vendor, contracts. purchaser, agent, or broker or otherwise and either personally or by or through any firm or company in which he may be a partner or shareholder or from being otherwise interested in any business or trans- actions in which the Company is interested; nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrange- ment by reason of such Director holding that office or of the fiduciary relation thereby established but it is declared that the nature of his interest must be disclosed by him at the meeting of the Directors at which the contract or arrangement is determined on, if his interest then exists, or in any other case at the first meeting of the Directors after the acquisition of