CO129-436 - Acting Governor Claud Sever & Governor Sir May & Public Offices - 1916 [11-12] — Page 255

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Meetings of Directors quorum, etc.

Director may summon

meeting.

How questions

to be decided,

Chairman.

Authority of Director's Meeting.

Powers and functions of Board not to

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Proceedings of Directors.

165. The Directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings and proceedings as they think fit and may determine the quorum necessary for the trans- action of business. Until otherwise determined two Directors shall be a quorum. It shall not be necess- ary to give notice of a Meeting of the Board to any member thereof (whether permanent or ordinary) who is not within the Colony of Hongkong.

166. A Director may at any time and the Permanent General Manager or General Manager if and when appointed under the provisions of article 134 upon the request of a Director shall convene a meeting of the Directors.

167. Questions arising at any Meeting of the Directors shall be decided by a majority of votes, and in case of an equality of votes the Chairman of the Meeting shall have a second or casting vote.

168. The Directors, subject to the provisions of Article 112, may elect a Chairman of their meetings. and determine the period for which he is to hold office but if no such Chairman is elected or if at any meeting the Chairman is not present the Directors shall choose some one of their number to be Chairman of such meeting.

169. A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities powers and discretions by or under the Articles of the Company for the time being vested in or exercisable by the Directors generally.

170. The powers and functions of the Board shall not cease or be suspended so long as the Board

be suspended consists of a sufficient number of Directors to form a so long as

quorum, although the number of Directors has from there is a

any cause fallen below the prescribed lowest number

quorum.

Powers to appoint

of shares.

171. The Directors may delegate any of their Committees powers to committees consisting of such member or

members of their body as they think fit.

and to delegate.

Any

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committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Directors.

172. The meetings and proceedings of any such Proceedings committee consisting of two or more members shall of Committee. be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding clause.

173. All acts done by any meeting of the Directors Validity of proceedings or by a Committee of Directors or by any person notwith- acting as a Director shall notwithstanding it shall standing afterwards be discovered that there was some defect defective

appointment. in the appointment of such Directors or persons acting as aforesaid or that they or any of them were or was disqualified be as valid as if

had such person every been duly appointed and was qualified to be a Director.

174. A resolution in writing signed by al the Directors' Directors shall be as valid and effectual as if it had resolutions. been passed at a meeting of the Directors duly called and constituted.

tion for extra service.

175. If any Director being willing shall be called Remunera upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company the Company shall remunerate the Director so doing either by a fixed sum or by a percentage of profits or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his or their share in the remuneration above provided.

Minutes.

made.

176. (1) The Directors shall cause minutes to be Minutes to be duly entered in books provided for the purpose:—

(a) Of all appointment of officers, clerks, servants

and employees of the Company.