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Form of proxy.
Restrictions on voting.
When vote by proxy valid though authority revoked.
Constitution of Board.
Meetings of Directors.
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Registered office not less than forty-eight hours before the time for holding the meeting or adjourned meeting, or Poll as the case may be, at which the person named in such instrument proposes to vote; otherwise the person so named shall not be entitled to vote in respect thereof but no instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
117. Every instrument of proxy, whether for speci- fied meeting or otherwise, shall as nearly as circumstances will permit be in the form specified in "Schedule B to these Articles or in such other form or to such other effect as the Directors shall from time to time or at any time notwithstanding the form in the said Schedule approve of.
118. No member or person referred to in Article 111 shall be entitled to be present, or to vote on any question, either personally or by proxy, or as proxy or attorney for another member at any General Meeting or upon a poll, or be reckoned in a quorum, whilst any call or other sum shall be due and payable to the Com- pany in respect of any of the shares of such member or in respect of which such person may be entitled to vote.
119. A vote given in accordance with the terms of an instrument of proxy or of a power of attorney shall be valid notwithstanding the previous death of the principal, or the revocation of the proxy or power of attorney or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation, or transfer shall have been received at the registered office before the meeting.
Board of Directors.
120. Unless otherwise determined by a General Meeting the number of Directors shall not be less than three or more than seven.
121. The meetings of the Directors may be held at such place as they may determine.
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extra-
is passed, either personally or by proxy, holders of not director by less than one-half of the issued shares of the Company ordinary for the time being remove any Director or Directors or resolution. all the Directors before the expiration of his or their period of office and by a'like Resolution appoint another person or persons in his or their stead. The person or persons so appointed shall hold office so long only as the Director or Directors in whose place he or they is or are appointed would have held the same if he or they had not been removed.
or Com-
137. All acts done by any meeting of the Directors When acts or by a Committee of Directors, or by any person acting of Directors as a Director shall notwithstanding it shall afterwards mittee valid be discovered that there was some defect in the appoint- notwith- ment of such Directors or persons acting as aforesaid or standing defective
that they or any of them were disqualified be as valid as appointment. if every such person had been duly appointed and was qualified to be a Director.
Proceedings of the Directors.
quorum, &c.
138. The Directors may meet together for the Meeting of
directors, despatch of business adjourn and otherwise regulate their meetings and proceedings, as they think fit and may determine the quorum necessary for the transaction of business. Until otherwise determined three Directors shall be a quorum. A Director interested is to be counted in a quorum notwithstanding his interest.
It shall not
be necessary to give Notice of a meeting of Directors to any member of the Board who is not in Hongkong.
139. Two Directors may at any time, convene a Director meeting of Directors by a notice served upon each may summon
meeting. member of the Board.
140. Questions arising at any meeting of the Board How shall be decided by a majority of votes, and in case of questions to an equality of votes the Chairman shall have a second or casting vote.
be decided.
141. The Directors may elect a Chairman of their Chairman, meetings, and determine the period for which he is to
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