50
51
To bring
and defend
etc., actions.
To com- pound debts.
To refer to arbitration.
To appoint person to act for bank re bankrupt- cies, etc.
To give security by way of indemnity.
To give commissions.
To keep books for
bank's business.
To furnish returns.
To have control of
funds of
bank.
To authorise person's to
give receipts etc. for the bank.
To authorise
acceptances
and signa- tures.
To employ
Agents,
brokers, etc.
To accept security.
To establish
and
administer
reserve.
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(12) To institute, conduct, defend, compromise or abandon any legal or other proceedings or claims by or against the Bank, or its Officers or servants, or otherwise concerning the affairs of the Bank, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Bank.
(13) To refer any claims or demands by or against the Bank to arbitra- tion, and to observe and perform the awards.
(14) To determine who shall make proofs of debt and otherwise act on behalf of the Bank in cases of bankruptcies and insolvencies and windings-up of companies or other administrations of assets.
In default of such determination the local Manager shall act.
(15) To execute in the name and on behalf of the Bank, in favour of any Director or other person, who may incur or be about to incur any personal liability, whether as principal or surety, for the benefit of the Bank, such mortgages, charges and other securities of the Bank's property and on the Bank's property and assets (present and future) as the Board may think fit, and any such instrument may contain a power of sale and such other powers, coven- ants and provisions as may be agreed on.
(16) To give to any Chief Manager, Director or Officer or other person employed by the Bank a commission on the profits of any particular business or transaction, or a share in the general profits of the Bank, such commission or share of profits to be treated as part of the working expenses of the Bank, and to pay commission and make allowance to any person introducing business to the Bank, or otherwise promoting the interests thereof.
(17) To provide sufficient and proper books distinguished by such names as the Directors shall prescribe, which shall be kept under the superintendence of the Directors, in which full and sufficient entries shall be made of all pay- ments, liabilities, receipts, and credits of or on account of the Bank and its customers, and all matters properly the subject of debt and credit, account, receipt or payment, in which the Bank may be interested, so that the financial state of the Bank may at all times appear in and from such books as accurately and clearly as circumstances permit.
(18) From time to time, if and whenever the Board may be required so to do by the Governor of the Colony, to produce and submit to him or to such persons or officers as he may appoint for the purpose, for his or their in- spection or examination, the several accounts and statements which by these regulations are required to be made and furnished to the shareholders.
(19) From time to time, as the Board may think fit, to direct, control, und provide for the receipt, custody, and issue, investment, management, remittance, and expenditure of the moneys and funds of the Bank, and from time to time to determine who shall make and give receipts, releases and other discharges for and on behalf of the Bank for money payable to the Bank and for the claims and demands of the Bank.
(20) From time to time to determine who shall be entitled to accept, endorse, sign and execute on the Bank's behalf, bills of exchange, promissiory notes, bills of lading, dividend warrants, debentures, receipts, acceptances, indorsements, cheques, releases, contracts and documents.
(21) To employ such agents or brokers and other persons as they may think necessary for furthering the interests of the Bank and its customers, and pay such salaries, commissions or other remuneration as the Board may deem reasonable.
(22) To accept such security for the fulfilment of any contracts or engage- ments entered into with the Bank as the Board may think fit.
(23) In the discretion of the Board, before recommending any dividend, to set aside out of the profit of the Bank such sums as the Board thinks proper as a reserve, or reserve fund or carry forward, to be added to the existing
23
reserve or carry forward, and to apply such sums or any part or parts thereof to meet contingencies or to equalise dividends, or for special dividends or bonuses, or to repair improve and maintain or add to any of the property or assets of the Bank, or for such other purposes as the Board shall in its absolute discretion think conducive to the interests of the Bank, and to invest the several sums so set aside upon such investments (subject to regulation 5) as the Board may think fit without being liable for any loss in or depreciation of such invest- ments, whether the same be usual or authorised investments for trust funds or not, and from time to time to deal with and vary or realise such investments and dispose of all or any part thereof for the benefit of the Bank, and to divide the reserve or reserve funds for the time being into such special funds as the Board may think fit, with full power to employ all or any part of the assets con- stituting any reserve or reserve funds or carry forward in the business of the Bank, and that without being bound to keep the same separate from the other
assets.
(24) To utilize if thought fit the premiums which may from time to time be received by the Bank from the issue of new shares for the purpose of adding to and maintaining the reserve or reserve funds or for any other purpose which the Board thinks fit.
(25) To enter into all such negotiations and contracts for purchase, sale or otherwise, and rescind and vary all such contracts, execute and do all such acts, deeds and things in the name and on behalf of the Bank as the Board may consider expedient for or in relation to any of the matters aforesaid, or other- wise however for the purposes of the Bank.
(26) To sell, improve, manage, let or turn to account, all or any part or parts of the land houses and premises property rights privileges concessions and things of the Bank.
(27) To lend, advance money and act as agents for any loan and to furnish and provide deposits, guarantee funds and guarantees and subscribe for and deal in Government shares and loans, stocks, shares, bonds, mortgages, obligations and securites in the manner mentioned in these Regulations.
Board Minute Book.
113. A book shall be provided and kept under the superintendence of the Board; and a true and faithful record of the proceedings at every Board meet- ing shall be entered therein, and shall be read at the next Board meeting as the first business thereat after the chair is taken, and, being then found or made correct, shall be signed by the Chairman thereat.
To utilize premium on issue of bank's shares,
To make contracts.
To deal with pro- perty of the bank.
To lend money.
Entries in
minute book.
Record of board
meeting unimpeach-
able except
114. The proceedings of any Board meeting, so recorded and signed, shall not be impeached by reason of such Board meeting, or the business re- corded as transacted thereat, not having been notified, or having been in any respect insufficiently or improperly notified to the Directors; or by reason that any Director, whose name appears recorded as present thereat, was not quali irregularity fied; or by reason of any other irregularity, unless the same appears on such record.
115. Every entry in the said minute book, purporting to be the record of the proceedings of any Board meeting and to be so signed, shall be acknow- ledged and received by and between the shareholders and their representatives as prima facie evidence that the proceedings so recorded did actually take place at the Board meeting at which, by such record, they are stated to have taken place; and that the Director or Directors, or number of Directors therein stated to have attended the Board meeting, did in fact attend and act as a Director or Directors thereat; and that the person, whose name is recorded as having been Chairman, was the Chairman of the Board meeting at which the proceedings thereby recorded took place, and that he was the proper person to preside, and did preside as Chairman thereat; or, as the case may be, that the persons whose names are subscribed to such record as Directors present at the Board meeting were present thereat, and duly subscribed the record.
for
appearing on record.
Entries in minute book prima facie evidence.