ARTICLE 157.-The Court shall have full power, at their discretion, to purchase and take over the business of any other Bank or Banks, or make arrangements with any other Bank or Banks, and to make any arrangement respecting such purchase, and the terms and conditions thereof, and how and in what manner the consideration for such purchase or arrangement shall be satisfied; and the Court shall be at liberty to satisfy the consideration for any such purchase or arrangement, wholly or in part by the issue of Shares of the Company, on such terms, and at such price or prices, as the said Court may determine. Provided nevertheless, that no new Share shall be issued for the purposes of any such purchase, except with such previous consent, and in such manner, and subject to such conditions, in all respects as are by the said Ordinance and these presents prescribed, with reference to the raising of additional Capital by means of new Shares.
ARTICLE 155.-The Court shall have generally the entire superintendence, management, and control of the business and affairs of the Company; and in every case not provided for, or not adequately provided for by the said Ordinance or by these presents, or by any Bye-laws, Rules, or Regulations, from time to time made, shall have full power to regulate their own procedure, and the mode of conducting the business of the Company; and to act in such manner as the Court think best for the purposes, and for promoting the welfare, of the Company. And, also, shall have powers and discretions requisite for carrying into effect the objects and purposes for which the Company is established: subject, nevertheless, to the provisions of the said Ordinance and these Presents respectively.
Court's Minute Book.
Article 150-A Book, to be called "The Court Minute Book," shall be provided, and kept under the superintendence of the Court, and a true and faithful record of the proceedings at every Court shall be entered therein, and shall be read at the next Court, as the first business thereof after the Chair is taken, and, being then found or made correct, shall be signed by the Chairman thereof.
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ARTICLE 160.--The proceedings of any Court so recorded and signed, shall not be impeached, by reason of such Court, or the business recorded as transacted thereat, not having been notified or having been in any respect insufficiently or improperly notified to the Directors; or by reason that any Director, whose name appears recorded as present thereat, was not qualified; or by reason of any other irregularity, unless the same appear on such record.
ARTICLE 161.--Every entry in the Court Minute Book purporting to be the record of the proceedings of any Court, and to be so signed, shall be acknowledged and received by and between the Shareholders and their representatives as prima facie evidence that the proceedings so recorded did actually take place at the Court at which, by such record, they are stated to have taken place, and that the Director or Directors, or member of Directors therein stated to have attended the Court, did in fact attend and act as a Director or Directors thereat; and that the Person whose name is recorded as having been Chairman, was Chairman of the Court at which the proceedings thereby recorded took place, and that he was the proper Person to preside, and did preside as Chairman thereof; or, as the case may be, that the Persons whose names are subscribed to such record as Directors present at the Court, were present thereat, and duly subscribed the record; and also, that such record was duly entered in that book.
ARTICLE 162.--Every Court 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 Shareholders and their representatives, as having been duly notified, convened, and held, in accordance with the Rules and Regulations then in force concerning Courts, and the proceedings of every Court, 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.
ARTICLE 163.--Every order or resolution which appears recorded as part of such proceedings, and notwithstanding it be impeachable on any ground whatever, shall so long as such order or resolution subsists unrescinded, be treated, recognized and acted upon as valid and binding on all the Shareholders and their representatives, so far as an order or resolution of the Court can bind them, and shall be sufficient authority for all acts and proceedings in conformity therewith, so far as the Court can authorize the same.
Auditors.
ARTICLE 164.--The number of the Auditors (but not less than Two) for the purposes of the Company, and their salary, remuneration, and powers, may, from time to time, be fixed by the General Meetings.
ARTICLE 165.--A Director, or other Officer of the Company shall not, while holding any such Office, be eligible or competent to act as Auditor, and an Auditor elected or appointed a Director, or other Officer of the Company, shall immediately thereupon cease to be an Auditor.
ARTICLE 166.--Until a General Meeting otherwise prescribes, there shall be two Auditors, and it shall not be requisite that an Auditor be a Shareholder.
ARTICLE 167.--Phineas Ryrie and William Chesterman Junior, Esquires, shall be the first and present Auditors.
ARTICLE 168.--Auditors shall be appointed Yearly at the Ordinary Yearly Meeting, and at every subsequent Ordinary Yearly Meeting; but if from any cause the Yearly appointment of Auditors be not made at any Ordinary Yearly Meeting, the appointment shall be made at some subsequent General Meeting and the existing Auditors shall remain in Office until their successors be appointed.
ARTICLE 169.--Every Auditor retiring shall, if qualified, be re-eligible.
ARTICLE 170.--Any Auditor may resign his Office, or may be removed from Office by a vote of any General Meeting.
ARTICLE 171.--Any vacancy in the Office of Auditor may be filled by a General Meeting.
ARTICLE 172.--In case of death, resignation, removal, disqualification, illness, absence, or temporary incapacity of any of the Auditors, the powers and duties of and incident to the Auditorship may be exercised by the surviving or other Auditor or Auditors.
ARTICLE 173.--Throughout the Year at all reasonable times of the day, the Auditors may inspect the accounts and vouchers of the Company, and the books connected therewith and call for such evidence in support of the same, or of any matter relating to the dealings of the Company, or of its debts and credits, and necessary for the elucidation of such accounts as they think fit, and such evidence shall accordingly be furnished to them by the Court, or by the proper Officers of the Company under the authority of the Court but not otherwise.
Half Yearly Statements.
ARTICLE 174.--The Court, from time to time, as soon as can be after the expiration of every Half Year ending the 30th of June and the 31st of December, shall make a General Half-Yearly Statement in writing, showing therein, the Amount of the then debts, liabilities, and engagements, and of the assets, property, credits and securities of or belonging to the Company, as well in Hongkong as elsewhere, and such Statement shall include an account of the amount of the Promissory Notes of the Company in circulation, and of the Coin held in the several establishments of the Company, such accounts of the amounts of Promissory Notes and Coin respectively, being made from and brought up to the then last returns and information furnished to the Directors from the Branches or Agencies of the Company; and the Court shall send One copy of every such General Half-Yearly Statement authenticated by the signatures of the Chairman of the Court, or of two Directors, and of the Manager or Accountant in Hongkong, to the Governor of the Colony, and shall immediately afterwards publish such Statement in the Hongkong Government Gazette, and in such other Newspapers circulating in the places where the business of the Company shall be carried on as the Governor of the Colony may, from time to time, require; and shall also make and publish and cause to be made and published by the Officers, Servants and Agents of the Company, at the several establishments of the Company, such further returns as to the amount of the Promissory Notes of the Company in circulation at such establishments respectively, and the amount of coin and bullion held in such establishments respectively, as the Governor of the Colony shall, from time to time, require; and returns to be made to such Persons, and published in such manner as the Treasury shall direct, and the Court shall obey and cause to be obeyed by the Officers, Servants and Agents of the Company at the several establishments of the Company, all such Regulations as the said Governor shall, from time to time, establish for the verification of such returns and the inspection of the coin and bullion held in the establishments of the Company by such Person and in such manner as the said Governor shall think fit.
ARTICLE 175.--The Court shall also, if and whenever so required by the said Governor, procure and submit to him or to such Persons as he shall appoint for that purpose for his or their inspection and examination, the several returns from which such General Half-Yearly Statement is prepared, and such further information as to the state and proceedings of the establishments of the Company, as the said Governor shall, from time to time, require to be furnished.
Yearly Balance Sheets.
ARTICLE 176.--The accounts of the Company shall be balanced, and the financial state of the Company shall be ascertained under the superintendence of the Court twice in every Year, on and up to the 30th day of June, and the 31st day of December, in every Year, and a Profit and Loss Account and Balance-Sheet, showing the financial state of the Company up to and on the Day of such balancing shall be made by proper Book-keepers and Accountants, under the superintendence of the Court, and the Court shall deliver the same to the Auditors Ten Days at least before the Day of the Ordinary Meeting, but before such Account and Balance-Sheet are so delivered, the Directors or Three of them, shall examine them and sign them as so examined.
ARTICLE 177.--The Account and Balance-Sheet shall be received from the Court, and be examined by the Auditors who within Five Days after the receipt thereof, shall either approve thereof, and report generally thereon, or report specially thereon, and shall deliver the Account and Balance-Sheet with their report thereon, to the Court, in order that the same may be presented and read with the Directors' report, on the state of the Company's affairs to the Ordinary Yearly or the Ordinary Half Yearly Meeting as the case may be.
ARTICLE 178.--At least Two Days before the Ordinary Meeting a copy of the Profit and Loss Account and Balance-Sheet as audited by the Auditors, and of the Auditors' Report thereon, shall be sent by the Court to every Shareholder, resident in, or having an address in Hongkong and such Account, Balance-Sheet, and Report shall also be presented by the Court and read to the Meeting.
ARTICLE 179.--A copy of the Profit and Loss Account and Balance Sheet, from time to time, presented and read to an Ordinary Meeting, shall within Two Days next after the Day of Meeting, be sent by the Court to the Governor of the Colony.
Inspection of Documents.
ARTICLE 180.--The General Meeting Minute Books shall be kept at the Head Office, and be at all times open to the inspection of the Shareholders, but the Directors or any of them, or some Person appointed by the Court may attend at the time of such inspection, for the purpose of preventing any injury to the Books.
ARTICLE 181.--A copy of the Profit and Loss Account and Balance-Sheet of the Company, from time to time, intended for presentation to an Ordinary Meeting, shall be open to the inspection of the Shareholders at all reasonable times in the Day, within Two Days before the Meeting.
Indemnification of Officers.
ARTICLE 182.--Every Person being or having been a Director, or Auditor, his heirs, executors, or administrators shall be indemnified out of the funds of the Company against all costs, charges, losses, damages, and expenses which he shall or may incur or be put to by reason of or in relation to or on account of any act done or omitted to be done in good faith in the execution or supposed execution of his Office or Trust or in respect of any liability alleged to have been incurred by him in or about the execution of the same.
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Auricza 157.-The Court shall have full power, at their discretion, to purchase and take over the business of any other Bank or Banks, or make arrangements with any other Bank or Banks, and to make any arrangement respecting such purchase, and the terms and conditions thereof, and how and in what manner the consideration for such purchase or arrangement shall be satis fied; and the Court shall be at liberty to satisfy the consideration for any such purchase or arrangement, wholy or in part by the issue of Shares of the Company, on such terms, and at such price or prices, as the suit Court may determine. Provided nevertheless, that no new Share shall be issued for the purposes of any such purchase, except with such previous consent, and in such manner, and subject to such conditions, in all respects as ace by the said Ordinance and these presents prescribed, with reference to the rising of additional Capital by means of new Shores,
ARTICLE 155.-The Court shall have generally the entire superintendance, raanugemeut, and control of the business and affairs of the Company; and in every case not provided for, or not adequately provided for by the said Ordinance or by these presonts, or by any Bye-laws, Rules, or Regulations, from time to time rade, shall have full power to regulate their own procedure, and the mode of conducting the business of the Company; and to net in such roster as the Court think best for the purposes, and for promoting the welfare, of the Company. And, also, shall have powers and discretions requisite for carrying into effect the objects and purposes for which the Company is established: subject, nevertheless, to the provisions of the said. Ordinance and these Presents respectively.
Court's Minute Book.
Article 150-A Hook, to be called "The Court Mixote Book," shall be provided, and kept under the superintendence of the Court, and a true and faithful record of the proceedings at every Count shall be entered therein, and shati be read at the next Court, as the first business therent after the Chair is taken, and, being then found or unde zorrect, shalt be sigued by the Chairman therent
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Anmer 200.--The proceedings of muy Court so recorded and signed, shall not be impeached, by reasca of such Count, or the business recorded as truanctod ficereat, not having been notified or having been in any respect insufficiently or improperly notified to the Directors; or by reason that any Director, whose nor appears recorded és present thereat, was not qualified; or by reason of any other irregularity, unless the same appear on such record.
ARTICLE 101 --very entry in the Court Minate Book purporting to be the record of the procedings of any Conut, and to be so signed, shall be acknowledged and received by and between the Shareholders and their representativos as prima facis evidence that the proceedings so recorded did actually take place at the Court at which, by such record, they are staled to have inken place, and tint the Director or Direc- tors. or momber of Directors therein stated to have attended the Court, did in fact artend and act as a Director or Directors thoreat; and that the Person whose name is recorded as having been Chairman, Was a Chairman of the Court at which the proceedings thereby recorded took place, and that be was the proper Person to preside, and did pride as Chairman thereal; or, as the esse may be, that the Persons whose names are subscribed to such record as Directors present at the Court, were prosent thereat, and duly subscribed the record; and also, that sach record was daly entered in that book.
ARTICLE 162.--Every Court which, by any such record, so entered and purporting to be signed, is stated or appears to have been held, sbull, wifess the contrary appear on the record, be treated and recognized? by all the Shareholders and their representatives, as having been duly notified, convened, and held, in accordance with the Rules and Regulations than in force concerning Courts, and the proceedings of every Court, from time to time ao reorded, shall, unless the contrary appear on the record, be treated, rorognized, and acted upon by all the Shareholders and their representatives as having been regular and proper in all respects.
ARTICLE 163.-Every orier or resolution which appears recorded as part of such proceedings, and notwithstanding it be impeachable on any ground whatever, sball so long as such order or resolution subsiste unrescinded, be treated, recognized and acted upon as valid and biwling on all the Shareholders and their representatives, so far as an order or resolution of the Court can bind them, and shall be sufficient authority for all acts and procedings in conformity therewith, so far as the Court can authorize the same.
Auditors.
ARTICLE 184.The number of the Auditors thut not less than Two) for the purposes of the Company, and their salary, remuneration, and powers, may, from time to time, be fixed by the General Meetings.
Auricus 165-A Director, or other Officer of the Company shall not, while holding any such Office,
be eligible or competent to art as Auditor, and an Auditor elected or appointed a Divecine, or other Officer of the Company, shall immediately thereupon cease to be an Auditor.
ATU 186.Until a General Meeting otherwise prescribe, there shall be two Auditors, and it shall not be requisite that an Auditor be a Shareholder.
Artıcım 167-Phineas Ryrie and William Chesterman. Uunier, Esquires, shall be the first and present Auditors.
ARTICLE 108.-Auditors shall be appointed Yearly at the Ordinary Yearly Meeting, and at every subsequent Ordinary Yearly Meeting; but if from my cause the Yearly appointinent of Anditors be not made at any Ordinary Yearly Meeting, the appointment shall be made at some subsequent flenerul Mecting and the existing Anditors shall remain in Office nntil their successore he appointed.
ARTICLE 169-Every Auditor retiring shall, if qualified, be re-eligible.
Asricus 170.-Any Auditor may resign his Office, or may be removed from Office by a vote of any General Meeting.
ARTICLE 171-Auy vacancy in the Office of Auditor may be filled by a General Meeting.
Aerial 172.-In case of death, resignation, removal, disqualification, illness, absence, or temporary inesperity of any of the Auditors, the powers and duties of and incident to the Auditorship may be exercised by the surviving or other Audifor or Auditors.
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ARTICLE 173-Throughout the Tour at all reasonable times of the day, the Auditors may inspect the accounts and vouchers of the Company, and the books comceted therwith and call for such evidence ta support of the game, or of any matter relating to the dealings of the Company, or of its debita and credita, and necessary for the elucidation of such accounts as they think fit, and arch evidence shall accordingly be famished to them by the Court, or by the proper Officers of the Company under the authority of the Court but not otherwise.
Half Yearly Statements.
Aericus 174. The Court, from time to time, as soon as can be after the expiation of every Hall Year ending the 30th of Fe and the 31st of December, shall make a Generai Half-Yearly Statement in writing, showing thevein, the Amount of the then debts, liabilities, and engagements, and of the assets, property, cralits and securities of or belonging to the Company, as well in Hongkong as elsewhere, and such Statement shall include an account of the amount of the Promissory Notos of the Company in circulation, and of the Coin held in the several cstablishments of the Company, such accounts of the amounts of Promissory Notes and Coin respectively, being made from and recording to the then last returns and information furnished to the Diretors from the Branches or Agencies of the Company; and the Court shall send One copy of every auch General Half-Yearly Statement authenticated by the signalares of the Chairman of the Court, or of two Divectors, and of the Manager or Accountant in Hongkong, to the Govenor of the Colony, and shall immediately afterwards publish sach Statement in the Hongkong Gorernment frazette, and in such other Newspapers circuisting in the places where the business of the Company shaði he carried on as the Governor of the Colony may, from time to time, require; and shall also make and publish and aques to be made and published by the Officers, Servants and Agrms of the Company, at the several establishments of the Coogany, such further addurns as to the amout of the Promissory Notes of the Company in circulation at such establishments respectively, and the amount of coin and hallion held in such establishments respectively, as the Governor of the Colony shell, from time to time, require; encl returns to be inade to such Persons, and published in sorb nomer as the Treasury shall direct, and the Court shall obey and cause to be chuyed by the Officors, Servants and Agents of the Company at the sevenul establishments of the Company, all such Regulations as the said Gwernor shall, from time to time, establish for the verification of such returns and the inspection of the coin and bullion held in the establishmenta of the Company by such Person and in such manner as the said Governor shall think fik
ARTICLE 175.-The Court shall also, if and whenever so required by the said Governor, procure and submit to him or to such Persons as he shall appoint for that purpose for his or their importions and examination, the several returns from which such General Nalf-Yearly Statement is prepared, and such farther information as to the state and proceedings of the establishments of the Company, as the said Govenor shall, from time to time, require to be furnished.
Yearly Balance Sheets,
ARTICLE 178The accounts of the Company shall be balanced, and the financial site of the Company shall be ascertained under the superintendence of the Court twice in every Year, on end up to the 30th day of Jano, and the 31st day of December, in every Year, and a Profit and Losa Account and Balance-Sheet, showing the financial state of the Company up to mind on the Day of such baturing shall be made by proper Book-keepers and Accountants, under the superintendence of the Court, und the Court shall deliver the sume to the Auditors Tot Days at least before the Day of the Ordinary Meeting, bat hetore sneh Account and Baiance-Sheet are so delivered, the Directors re Three of them, shali examine them and sign them es so examined.
ARTICLE 177.-The Acgout and Balance-Sheet shall be received from the Court, and be examined by the Auditors who within Five Days after the receipt therent, shall either approve thereof, and report generally thereon, or report specially thereon, and shall deliver the Account and Balance-Sheet with their report thereon, to the Court, in order that the ammo may be presented and read with the Directors report, on the state of the Company's affairs to the Ordinary Yearly or the Ordinary Half Yearly Moving as the case may be.
ARTICLE 178.---At least Two Days before the Ordinary Mesting 4 copy of the Profit and Loss Account and Balance-Sheet as mudited by the Auditors, and of the Auditors' lieport thereon, shall be sent by the Court to every Shareholder, resident in, or having an address in Hongkong and such devon, Balance-Sheet, and Report shall also be presented by the Court and red to the Meeting.
AuroLE 179--A copy of the Profit and Loss Account and Balance Sheei, from time to time, presented and read to an Ordinary Mesting, shall within Two Days next after the Day of Meeting, he sent b the Court to the Governor of the Colony.
inspection of Dcuments.
ARTICLE 180.---The General Meeting Minute Books shud! be kept at the Hend thee, and he at all thues open to the inspection of the Starchokders, lit the Divators or any of them, or some Person appointed by the Court way attend at the time of such inspection, for the purpose of preventing any mjury to ika
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Aurrene. 181. --A copy of the Profit and Loss Accomm and Balance-Shert of the Company, from time to time, intended for presentation to an Ordinary Meeting, shall be open to the inspection of the Shareholders
at all reasonable times in the Day, within Two Days besive the Meeting.
Indemnification of ficers.
Annien 182.---Every Person being or having been a Director, or Auditor, his heirs, excentors, or
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