1946-HKRS29-8-13_Part01 — Page 24

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Regulation 32 shall be amended as follows:--

(1) From paragraph (1) there shall be omitted the words and may keep (c)

a local register, which shall be called "The Shanghai Register""," (2) There shall be substituted for paragraph (5) the following paragraph- The local Shanghai Register previously kept by the Bank shall be deemed to be closed and any shares registered in such, local register shall on any future change of ownership thereof be transferred to the Hong Kong Register, and upon such transfer taking place the scrip for such shares shall be delivered up and shall be cancelled and appropriate scrip shall be issued in lieu thereof."

(3) There shall be substituted for paragraph (6) the following paragraph:- "No share upon the principal register shall be transferred to the London Register nor shall shares upon the London Register be transferred to the principal register except with the consent of the Board.'

(4) Paragraph 7 shall not have effect,

At the end of Regulation 57 there shall be added the following paragraph:---- "If for any reason it is impracticable to call such meeting at such time and place and in the manner in which such meeting may be called or to conduct such meeting in the manner prescribed in these Regulations the Governor may of his own motion or on the application of the Chief Manager or of any shareholder who would be entitled to vote at the meeting order a meeting of the shareholders to be called, held and con- ducted at such time and place and in such manner as he may think fit. and where any such order is made may give auch ancillary or consequen- tial directions as he may think expedient and any meeting called held and conducted in accordance with any such order shall for all purposes be deemed to be an annual general meeting of the shareholders duly called held and conducted,"

Paragraph (c) of Regulation 69 shall have no effect.

Regulation 60 shall be amended to read as follows:-

"A resolution shall be an extraordinary resolution when it has been passed by a majority of not less than three-fourths of such shareholders as, being entitled so to do, vole in person or, where proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given."

Regulation 61 shall be amended to read as follows:-

"A resolution shall be a special resolution when it has been passed by such a majority as is required for the passing of an extraordinary resolution and at a general meeting of which not less than twenty-one days notice specifying the intention to propose the resolution as a special resolution has been duly given. Provided that, if all the members en- titled to attend and vote at any meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days' notice has been given."

Regulation 63 shall have no effect.

In Regulation 85 there shall be substituted for the word "seven" the word "Ave",

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Regulation 86 shall have no effect.

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There shall be substituted for Regulation 87 the following Regulation:-

"The Board may fill any vacancy among the Directors occurring for any reason other than that of retirement by rotation, and may add to the number of Directors up to the maximum prescribed by Regulation 85."

At the beginning of Regulation 88, (1) there shall be added the words "Save as provided in Regulation 89 herein and".

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At the end of Regulation 89, there shall be added the following paragraph:--- "In the event of there being no Directors present in the Colony or of the number of Directors having fallen below the minimum and it being impracticable to fill the vacancies in the manner prescribed in these regu- lations, the Governor either of his own motion or on the application of the Chief Manager or of any twenty shareholders who would be en- titled to vote at any general meeting may in the place of any persons who are deemed to have vacated the office of Director appoint such per- sona as he may think fit to hold office as Directors until the conclusion of the next following ordinary yearly general meeting of the shareholders. Such persons so appointed as Directors may act until the conclusion of such ordinary yearly general meeting without acquiring the qualification prescribed in regulation 88 of the Ordinance and shall be eligible for re- élection at such meeting."

13. For Regulation 90 shall be substituted the following regulation

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The Board shall be paid out of the funds of the Bank in each year by way of remuneration for their services such sum as a general meeting may from time to time determine. and such remuneration (subject to any special directions of a general meeting) shall be divided among the Directors in such proportions and in such manner as they may from time

to time determine.'

In Regulation 91 (h) there shall be inserted immediately after the word "if" the words "not being the Chief Manager or the Acting Chief Manager for the time being of the Bank."

15. In Regulation 93 immediately after the word "year" and before the word "three", there shall be inserted the words "following the year in which the next ordinary yearly general meeting after the date hereof is held."

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In Regulation 104 there shall be inserted immediately before the word "another" the words "may, if they think fit, from time to time elect”.

17. Regulation 105 shall have no effect.

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There shall be substituted for Regulation 118 the following Regulation:--- "(1) 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.

(2) Notwithstanding any appointment under paragraph (1) of this Regulation, the Board may at any time appoint any person to be an Acting Chief Manager and any reference to the Chief Manager in this and any other Regulation shall be dearned to include a reference to an Acting Chief Manager.

(3) The Chief Manager so long as he holds such office shall be eligible for election as a Director within the meaning of these Regulations except that if elected he shall not be subject to retirement by rotation and shell not be reckoned as a Director for the purpose of determining the rotation or retirement of Directors or in fixing the number of Directors to retire but subject to the provisions of any contract between him and the Board he shall be subject to the same provisions as to resignation and removal as the other Directors except the provision under Regulation 88 (1) and he shall ipso facto and immediately cease to be a Director if from any cause he ceases to hold the office of Chief Manager but on ceasing to hold such office he shall not on that account be ineligible for election or to fill a vacancy on the Board of Directors subject to the same provisions as those applying to the Directors other than the Chief Manager."

Regulation 123 paragraph (2) shall be amended to read as follows:--

"(2) All deeds or instruments requiring the common seal of the Bank shall be signed by one Director and countersigned by the Chief Manager or by such other officer of the Bank as may be authorised to do so by the Board."