149
Number of Directors.
Power for Directors
to appoint additional Directors.
21
Directors.
87. Unless otherwise determined by a General Meet- ing the number of the Directors other than the ex-officio Director shall not be less than three or more than seven.
88. In addition to the ex-officio Director the persons hereinafter named shall be Directors of the Company until the next ordinary yearly meeting, that is to say :—
(1) H. P. White, Esq.
(2) C. A. da Roza, Esq. (3) A. H. Compton, Esq. (4) Lee Hysan, Esq.
(5) Sir Robert Ho Tung.
89. The Directors shall have power from time to time and at any time to appoint any other persons to be Directors but so that the total number of Directors shall not at any time exceed the maximum number fixed as above, and so that no such appointment shall be effective unless a majority of the Directors concur therein.
Qualification 90. The qualification of every Director other than an of Director. ex-officio Director shall be the holding in his own right of one hundred shares of the Company. A Director may act before acquiring his qualification.
Power for Director to retire.
Remuner- ation of Directors.
Directors
91. A Director may retire from his office upon giving one month's notice in writing to the Company of his intention so to do, and such resignation shall take effect upon the expiration of such notice, or its earlier acceptance.
92. The Directors other than the ex-officio Directors shall be paid out of the funds of the Company by way of remuneration for their services the sum of $10,000 per annum and such remuneration shall be divided among them in such proportions and manner as the Directors may determine and in default equally and shall be deemed to accrue de die in diem and be payable by half-yearly instalments.
93. The continuing Directors may act notwithstand- may act not- ing any vacancy in their body; but so that if the number withstanding falls below three the Directors shall not, except for the
vacancy.
+
A
'
25
purpose of filling vacancies, act so long as the number is below three.
94. The office of a Director other than an ex-officio When office Director shall ipso facto be vacated :-
of Director to be
--
(a) If he accepts or holds any other office or vacated.
place of profit under the Company, except that of Managing Director; but the position of Trustee of a deed for securing debentures or debenture stock of the Company, or of Solicitor, or Banker, is not to be considered an office or place of profit.
(b) If he becomes bankrupt or suspends payment
or compounds with his creditors.
(c) If he is found lunatic or becomes of unsound
mind.
(d) If he ceases to hold the required amount of shares to qualify him for office or does not acquire the same within one month after election or appointment.
(e) If he is absent from the meetings of the Directors for more than three consecutive months without special leave of absence from the Directors.
(f) If by notice in writing to the Company he
resigns his office.
(g) If for good and sufficient reason he is request- ed in writing by all his co-directors to resign. The office of an ex-officio Director shall ipsu fucto be vacated on the happening of any of the events specified in sub-clauses (b), (•), (e), and (f) of this Article.
Rotation of Directors.
95. At the Ordinary Yearly Meeting to be held in Retirement 1927 and at each succeeding Ordinary Yearly Meeting of Directors. two of the Directors other than the ex-officio Director shall retire from office but shall be eligible for re-election. A retiring Director shall retain office until the dissolution or adjournment of the meeting at which his successor is elected.
96. The Directors to retire under the last preceding Which Article shall consist of the two who have been longest in Director to office. As between two or more who have been in office retire.
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