[ 6 ]
Bank shall be Chairman of the meetings of the Directors: if both the President and Vice-President are absent, the Directors present shall choose some one of their number as Chairman of such meetings.
32. No meeting of the Board of Directors shall be held unless there be present at least one-half of the number of Directors.
33-Questions arising at meetings of the Board of Directors shall be decided by a majority of votes, and in case of tie the Chairman shall have a casting vote.
34-The Directors shall have no right to vote on questions affecting themselves individually.
35.-The Board of Directors shall have the right to appoint Committees from among their number and entrust to them any special business. The Board may also dissolve such committces. Such committees are entitled to receive the remuneration fixed by the Board of Directors.
36.-A member of the Board of Directors may, if expedient, also act as the Manager of the Bank, provided the permission of the Minister of State for Finance is obtained.
37.-There shall be one President and one Vice-President, who shall be elected from among the Directors, and their appointments shall be sanctioned by the Minister of State for Finance. Their terms of office shall be one year and they shall be eligible for re-election. The offices of President and Vice-President shall be considered as vacant if, during the term of service, they resign Directorship or are removed from it. They may be removed at any time by Resolution of the Board of Directors, passed by a two-thirds majority of the Directors and sanctioned by the Minister of State for Finance, or by the order of the Minister of State for Finance alone if such Minister thinks such removal necessary. The office of Vice-President may be left vacant if, having in view the state of business of the Bank, the Board of Directors do not con- sider it necessary to fill the office.
38.-lu case the office of President of the Bank is filled by the Vice-President of the Bank of Japan by the order of the Minister of State for Finance, in accordance with Section 16 of the Yokohama Specie Bank Regulations, his term of office shall be determined by the Minister of State for Finance.
39.-The President shall have the direction of all the business of the Bank subject to the Yokohama Specie Bank Regulations, these Articles of Association, the Bye- Laws of the Bank, and the Resolutions of the Board of Directors and of General Meetings of Shareholders. He shall also have the following powers:-
(1.) To preside as Chairman and to vote as a Director at the Meetings of the
Board of Directors.
(2.) To preside as Chairman at the General Meetings of Shareholders.
(3.) To execute in his official name, as President of the Bank, all matters re- solved upon at the meetings of the Board of Directors as well as at General Meetings of Shareholders.
(4.) To institute legal proceedings; to enter into contracts; to grant powers of attorney; to present to the Government applications, questions, and reports;
[ 7 ]
and to sign and seal, indorse and accept documents, drafts, and other written instruments in his official name as President of the Bank.
(5.) To delegate the powers mentioned in the preceding fourth paragraph to
attorneys.
(6.) To sign and seal newly issued share certificates or receipts for moneys paid
therefor and to indorse thereon for confirmation of their sales or transfers.
(7.) To execute at his discretion in cases of urgency when there is no time to convene a meeting of the Board of Directors, all matters mentioned in paragraphs 10, 11, 12, 13, 14, and 18 of Article 25 hereof. Action taken here. under shall at once be reported to the Board of Directors.
(8.) To delegate his powers, when there is no Vice-President, to any one of the Directors in case of his absence through illness, travel, or any other causes.
(9.) To convene Extraordinary Meetings of the Board of Directors. Notices of such meetings shall be sent to each Director at least one day previous to the date fixed for holding the same.
(10.) To direct and instruct the Managers and other Officers in the discharge of
their duties.
40-The President shall at the meetings of the Board of Directors make reports of all matters which have received his attention, as well as of all other things concern- ing the business of the Bank, and he shall give his views in respect thereof.
41-The Vice-President shall act for the President in case of his inability to attend to his duties. Otherwise the functions of the Vice-President shall be the same as those of other directors.
42. The President and Vice-President shall be entitled to receive the salaries and bonuses fixed by the Board of Directors.
43-The President shall not engage in any other business nor shall hold any office in other banks, companies, or firms, except that of Manager of the Bank of Japan by the order of the Minister of State for Finance in accordance with section 16 of the Yokohama Specie Bank Regulations. The foregoing disabilities may, however, be re- moved by special permission of the Minister of State for Finance.
44.--The President and Directors shall be personally responsible for any losses sustained by the Bank, arising from their wilful acts or from any breach of the Yokohama Specie Bank Regulations, these Articles of Association, the Bye-Laws of the Bank, or of any Resolution of a General Meeting of Shareholders. The Pre- sident shall personally be responsible for any losses arising from his failure to comply with the decision of the Board of Directors. The imposition of fines in accordance with Section 27 of the Yokohama Specie Bank Regulations shall not be held in any case to release them from the above-mentioned responsibility.
45-The President and the Directors shall not be held responsible for losses aris- ing from acts executed by them in good faith.
GENERAL MEETINGS OF SHAREHOLDERS. 46.-Every General Meeting of the Shareholders of the Bank shail represent the whole body of Shareholders, and all Resolutions passed at General Meetings, in accord-
17
No comments yet.
Private notes are available after approval.