41
If no election, meeting to adjourn to elect.
Directors may resign.
Remuneration of Board.
Director shall vacate, when.
Company may remove Director.
Meetings of Board.
Questions how to be decided.
What minutes to be kept.
Special powers of Board.
18
78. If at any Meeting at which any election of Members of the Board ought to take place no such election be made, the Meeting shall adjourn to such time and place as it shall decide, and, if at the adjourned Meeting, no such election take place, the Directors to retire shall continue in office until the next Ordinary yearly Meeting.
79. A Director (whether Permanent or not) may at any time give notice in writing of his wish to resign by delivering such notice to the Secretary, or leaving it at the office of the Company, and, on the acceptance of his resignation by the Board, but not before, his office shall be vacant.
80. The Board shall be entitled in each and every year to set apart and receive as its remuneration a sum of money not exceeding ten thousand dollars which shall be divided amongst the members of the Board in such manner as they may from time to time determine.
81. A Director (whether Permanent or not) shall vacate his Office,
1. If he accept or hold any other office under the Board.
2. If he become bankrupt, compound with his creditors, or execute a deed of arrangement with, or an assignment of his property for the benefit of, his creditors, or if, in the opinion of the majority of the other Directors, he become insolvent or embarrassed in his circumstances.
3. If he be declared a lunatic, or become of unsound mind.
4. If he be absent from the Board for more than three consecutive meetings without the consent of the Board, unless such absence is occasioned by unavoidable sickness.
5. If he cease to be a Shareholder.
6. If, being a Managing Director, he become the holder of less than two hundred and fifty shares, or if, being a Director other than a Managing Director, he become the holder of less than one hundred shares.
7. If he be absent from the Colony for a period exceeding three consecutive months without the consent of the Board.
82. The Company in General Meeting may by a resolution passed by the votes of Shareholders holding in the aggregate at least three equal fifths of the shares remove any Director (other than a Permanent Director) before the expiration of his period of office, and appoint a qualified Shareholder in his stead, and the Director so appointed shall in all respects stand in the place of his predecessor.
PROCEEDINGS OF THE BOARD.
83. The Board shall meet for the despatch of business at such times and places as it may think fit, and may, from time to time, make such regulations as it shall think proper for the transaction of business thereat.
84. Any question which shall arise at any Meeting of the Board shall be decided by a majority of votes unless the Board shall make other regulations in that behalf.
85. The Board shall cause minutes of the following matters to be made in books to be provided for that purpose, viz.:-
Firstly. Of the names of the Directors present at every meeting of the Board.
Secondly. Of the proceedings of all General Meetings.
Thirdly. Of the proceedings of all meetings of the Board.
SPECIAL POWERS OF THE BOARD.
86. The Board may without any further power or authority from the Shareholders do all, or any, or either of the following things, viz.:-
19
1. It may pay the costs, charges and expenses, preliminary and incidental to the formation and registration of the Company.
2. It may appoint a Standing Counsel, and a Solicitor or Solicitors, for the Company, and sanction the payment of their emolument out of the funds of the Company.
3. It may purchase, take on lease or in exchange, and hire or otherwise acquire any land and property and any estate or interest therein, and any rights, easements and privileges which the Company is authorised to purchase, take on lease or in exchange, or hire or otherwise acquire, for such consideration whether wholly of a pecuniary nature, or partly of a pecuniary nature and partly otherwise, and generally on such terms and conditions as it may think fit.
4. It may accept such security for the fulfilment of any contracts or engagements entered into with the Company as it may think fit.
5. It may manage, demise and let, or agree to demise and let, accept surrenders of, mortgage and charge, sell and absolutely dispose of, surrender to the Crown, grant rights of way over, or otherwise howsoever deal with all, or any, or either, or any parts or part of the Company's land and hereditaments, messuages and tenements, or any estate or interest therein respectively.
6. It may advance money by way of loan, and raise and borrow money in manner mentioned in the Memorandum of Association.
7. It may make and give receipts, releases, and other discharges for money payable to the Company, and for any claims or demands of the Company.
8. It may invest all, or such part as it may deem expedient of the funds of the Company at such interest as it shall think fit in or upon any of the public stocks or funds, or Government securities of the United Kingdom, or India, or the Colony of Hongkong, or any other Colony, or any Dependency of the United Kingdom, or in or upon freehold, copyhold, leasehold or chattel real securities in the United Kingdom, or India, or the Colony of Hongkong, or any other Colony, or any Dependency of the United Kingdom, or in or upon the stocks, funds, bonds, debentures, mortgages, or securities of any foreign Government, Country, or State, or in or upon deposit at, or loans to, any bank having its head or a branch office in the Colony, or London, and may from time to time alter, transpose, or vary all or any of such investments.
9. It may institute, conduct, defend, compromise, refer to arbitration, or abandon, legal and other proceedings and claims by and against the Company, or the Secretary, or Officers of the Company, or otherwise concerning the affairs of the Company.
10. It may allot, cancel as hereinbefore mentioned, or re-allot shares.
11. It may make, accept, endorse, and execute such bills of exchange, promissory notes and other negotiable instruments as it shall think necessary or desirable in the interest of, or for the business of the Company.
41
If no election, mecting to adjourn to elect.
Directors may resign.
Remuneration of Board.
Director ahall vacate, when.
Company may remove Director.
Meetings of Board.
Questions how to be decided.
What minutes to be kept,
Special powers of Beard.
18
78. If at any Meeting at which any election of Members of the Board ought to take place no such election be made, the Meeting shall adjourn to such time and place as it shall decide, and, if at the adjourned Meeting, no such election take place, the Directors to retire shall continue in office until the next Ordinary yearly Meeting.
79. A Director (whether Permanent or not) may at any time give notice in writing of his wish to resign by delivering such notice to the Secretary, or leaving it at the office of the Company, and, on the acceptance of his resign- ation by the Board, but not before, his office shall be vacant.
80. The Board shall be entitled in each and every year to set apart and, receive as its remuneration a sum of money not exceeding ten thousand dollars which shall be divided amongst the members of the Board in such manner as they may from time to time determine.
81. A Director (whether Permanent or not) shall vacate his Office,-
1. If he accept or hold any other office under the Board.
2. If he become bankrupt, compound with his creditors, or execute
a deed of arrangement with, or an assignment of his property
for the benefit of, his creditors, or if, in the opinion of the majority of the other Directors, he become insolvent or embarrassed in his circumstances.
3. If he be declared a lunatic, or become of unsound mind.
4. If he be absent from the Board for more than three consecutive meetings without the consent of the Board, unless such absence is occasioned by unavoidable sickness.
5. If he cease to be a Shareholder.
6. If, being a Managing Director, he become the holder of less than two hundred and fifty shares, or if, being a Director other than a Managing Director, he become the holder of less than one hundred shares.
7. If he be absent from the Colony for a period exceeding three consecutive months without the consent of the Board.
82. The Company in General Meeting may by a resolution passed by the votes of Shareholders holding in the aggregate at least three equal fifths of the shares remove any Director (other than a Permanent Director) before the expiration of his period of office, and appoint a qualified Shareholder in his stead, and the Director so appointed shall in all respects stand in the place of his predecessor.
PROCEEDINGS OF THE BOARD.
83. The Board shall meet for the despatch of business at such times and places as it may think fit, and may, from time to time, make such regulations is it shall think proper for the transaction of business thereat
84. Any question which shall arise at any Meeting of the Board shall be decided by a majority of votes unless the Board shall make other regulations in that behalf.
85. The Board shall cause minutes of the following matters to be made in books to be provided for that purpose, viz. :-
Firstly. Of the names of the Directors present at every meeting of
the Board.
Secondly. Of the proceedings of all General Meetings. Thirdly. Of the proceedings of all meetings of the Board.
SPECIAL POWERS OF THE BOARD.
86. The Board may without any further power or authority from the Shareholders do all, or any, or either of the following things, viz. :-
19
1. It may pay the costs, charges and expenses, preliminary and incidental to the formation and registration of the Company.
2. It may appoint a Standing Counsel, and a Solicitor or Solicitors, for the Company, and sauction the payinent of their emolu- ment out of the funds of the Company.
3. It
may purchase, take on lease or in exchange, and hire or other- wise acquire any land and property and any estate or interest therein, and any rights, easements and privileges which the Company is authorised to purchase, fake où lease or in exchange, or hire or otherwise acquire, for such consideration whether wholly of a pecuniary nature, or partly of a pecu- niary nature and partly otherwise, and generally on such terius and conditions as it may think fit.
4. It may accept such security for the fulfilment of any contracts or engagements cutered into with the Company as it may, think fit.
5. It may manage, demise and let, or agree to demise and let accept surrenders of, mortgage and charge, sell and absolutely dispose of surrender to the Crown, grant rights of way over, or otherwise howsoever deal with all, or any, or either, or any parts or part of the Company's land and hereditaments, messuages and tenements, or any estate or interest therein respectively.
6. It may advance money by way of loan, and raise and borrow money in manner mentioned in the Memorandum of Associa- tion.
7. It may make and give receipts, releases, and other discharges for money payable to the Company, and for any claims or demands of the Company.
8. It may invest all, or such part as it may deem expedient of the funds of the Company at such interest as it shall think fit in or upon any of the public stocks or funds, or Govern- ment securities of the United Kingdom, or India, or the Colony of Hongkong, or any other Colony, or any Depen- dency of the United Kingdom, or in or upon freehold, copy- hold, leasehold or chattel real securities in the United King- dom, or India, or the Colony of Hongkong, or any other Colony, or any Dependency of the United Kingdom, or in or upon the stocks, funds, bonds, debentures, mortgages, or securities of any foreign Government, Country, or State, or in or upon deposit at, or loaus to, any bank having its bend or a branch office in the Colony, or Loudon, and inay from time to time alter, transpose, or vary all or any of such investments.
9. It may institute, conduct, defend, compromise, refer to arbi- tration, or abandon, legal and other proceedings and claims by and against the Company, or the Secretary, or Officers of the Company, or otherwise concerning the affairs of the Company.
10. It may allot, cancel as hereinbefore mentioned, or re-allot
shares.
11. It may make, accept, endorse, and execute such bills of exchange, promissory notes and other negociable instruments as it shall think necessary or desirable in the interest of, or for the business of the Company.
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