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Record of board
meeting
binding on
share- holders.
Unrescind- ed order or resolution to be binding.
Directors may appoint chief
manager.
Contract
and re- muneration of chief manager.
Powers and duties of
chief
manager.
Local management.
Local committee.
Delegation.
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116. Every Board meeting which, by any such record, so entered and purporting to be signed, is stated or appears to have been held, shall, unless the contrary appear on the record, be treated and recognized by all the share- holders and their representatives, as having been duly notified, convened, and held, in accordance with the regulations concerning Board meetings, and the proceedings of every Board meeting from time to time so recorded shall, unless the contrary appear on the record, be treated, recognized, and acted upon by all the shareholders and their representatives as having been regular and proper in all respects.
117. Every resolution which appears recorded as part of such proceed- ings, and notwithstanding it be impeachable on any ground whatever, shall, so long as such resolution subsists unrescinded, be treated, recognized and acted upon as valid and binding on all the shareholders and their respresentatives, so far as a resolution of the Board can bind them, and shall be sufficient authority for all acts and proceedings in conformity therewith, so far as the Board can authorize the same.
Chief Manager.
118. The Board may from time to time appoint any person to be the Chief Manager of the Bank, either for a fixed term or without any limitation as to the period for which he is to hold such office, and may from time to time remove or dismiss him from office and appoint another in his place.
119. The Board may enter into any contract it deems expedient with the Chief Manager for a term of years or otherwise, and as to remuneration and commission, and generally as it may think fit.
120. The Board may from time to time entrust to and confer upon the Chief Manager for the time being such of the powers exercisable under these regulations by the Board (other than its power to make calls on shares) as it 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 the Board thinks expedient, and it may confer such powers either collaterally with or to the exclusion of or in substitution for all or any of the powers of the Board in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
Local Management.
121. The following provisions shall have effect :--
(a) The Board may from time to time provide for the management and transaction of the affairs of the Bank outside the Colony and in any specified locality in such manner as it thinks fit, and the provisions contained in the next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.
(b) The Committee, as constituted at the commencement of the Ordi- nance, in London shall continue for so long as the Board in its discretion may think fit. The Board may also establish, in such places and for such length of time as the Board in its discretion may think fit, any other Committees for consultation about the affairs of the Bank outside the Colony and in any specified locality, and may appoint any persons to be members of such Committee and may fix their remuneration. The Board may also from time to time and at any time discontinue any Com- mittee or change the personnel thereof.
(c) The Board from time to time, and at any time, may delegate to any persons so appointed any of the powers, authorities, and discretions for the time being vested in the Board with regard to the conduct of the business of the Bank (other than the