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(c) to appoint and remunerate and dismiss an or all officers or servants of the company as they think fit,
(d) subject to these Articles to make vary and repeal such rules and regulations as to their own duties procedure and proceedings as they think fit.
11. There shall be a Board of Directors consisting of the following and such others as may from time to time be appointed as their successors in accor- dance with the provisions hereof, or, in the case of the temperary absence from Hong Kong from time to time of any members of the Board. their respective substitutes appointed by them with the consent of the Board.
(1) Jehangir Hormusjee Ruttonjee, C.B.E.
(2) Doctor the Honourable Chau Sik-Nin.
(3) Two members who and whose respective succes- sors shall be nominated by the Governor of Hongkong.
(4) John Finnie whose successor or successors shall
be appointed by the Board.
(5) Two members who until the first general meeting of the company and as long as any loan granted to the company by the Hongkong & Shanghai Banking Corporation remains undis- charged shall be appointed by that corporation but who otherwise shall be appointed by the persons named in paragraph (1) to (4) of this Article.
12. Jehangir Hormusjee Ruttonjee shall be the first Chairman and Doctor the Honourable Chau Sik-Nin shall be the first Vice Chairman of the company and they shall retain their respective offices as long as they remain directors. Their respective successors as directors shall be appointed by them with the consent of the Board and in default of such appoint- ment they shall be appointed by the remaining directors with the consent of the Governor of Hong Kong. Their respective successors as Chairman and
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Vice Chairman shall be appointed by the Board of Directors.
13. Wherever in these Articles a reference is made to the appointment of a successor or successors of a director, such reference shall be construed as a power to appoint an immediate successor and remoter successors during the existence of the company and also if the context requires a reference to such
successor or successors.
14. Save for the directors appointed under paragraphs (1), (2), (3) and (4) of Article 11 the directors shall hold office for three years but shall be eligibe for reappointment.
PROCEEDIngs of diRECTORS
15. The directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit and determine the quorum necessary for the transaction of business. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chair- man shall have a second or casting vote. Any two members may at any time by a notice in writing to the Chairman of the Board or to the duly appointed Secretary or Secretaries require a meeting to be called.
16. If at any meeting the Chairman or Vice Chairman of the company is not present within five minutes after the time appointed for holding same the directors may choose one of their number to be Chairman of the meeting.
17. The continuing directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed as the necessary quorum of directors the continuing directors may act for the purpose of appointing or giving their consent to the appointment of other directors in accordance with the provisions of Article 11 hereof and of summoning a general meeting of the company.
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