CO129-436 - Acting Governor Claud Sever & Governor Sir May & Public Offices - 1916 [11-12] — Page 256

CO129 Colonial Office Hong Kong Records 理藩院香港檔案 All

General

powers of Company vested in Directors.

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(b) of the names of the Directors present at meetings of the Directors and of any Com- mittee of Directors;

(c) Of all orders made by the Directors and

Committees of Directors.

(d) Of all resolutions and proceedings of General Meetings and of meetings of Directors and Committees.

(2) Any such minutes of any meeting of the Directors or of any Committee of Directors or of Ordinary and Extraordinary Meetings of the Com- pany, if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be conclusive evidence of the matters stated in such minutes.

(3) Until the contrary is proved, every general meeting of the Company or meetings of the Board of Directors or of Committees of Directors in respect of the proceedings whereof minutes have been so made, shall be deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all appointments of Directors and of Com- mittees of Directors shall be deemed to be valid.

Powers of Directors.

177. The management of the business of the Com- pany shall (subject in all respects to the powers conferred on the Permanent General Manager (and General Manager if and when appointed under the provisions of article 134) by articles 7 and 136) be vested in the Directors who, in addition to the powers and authorities by these articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by the Companies Ordinances expressly directed or required to be exercised or done by the Company in General Meeting but subject nevertheless to the provisions of the said Ordinances, and of these Presents, and to any regulations from time to time made by the

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Company in General Meeting, provided that no regulations so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

powers given

178. Without prejudice to the general powers Specific conferred by the last proceding clause and the other powers conferred by these Presents, but subject as to Directors. aforesaid it is hereby expressly declared that the Directors shall have the following powers, namely :-

(a) To pay the costs, charges and expenses, pre- To pay

liminary and incidental to the promotion, preliminary formation, establishment and registration of expenses. the Company.

(b) To purchase or otherwise acquire for the To acquire

Company any property, rights or privileges property. which the Company is authorised to acquire at such price and generally on such terms and conditions as they think fit.

(c) To sell, improve, exchange, lease, let, mort- To sell

gage, or turn to account, all or any part or property. parts of the land, property rights and privileges of the Company.

debentures,

(4) At their discretion to pay for any property. To pay for rights or privileges acquired by or services property in rendered to the Company, either wholly or etc. partially in cash, or in shares, bonds, deben- tures, or other securities of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

(e) To secure the fulfilment of any contracts or To secure

engagements entered into by the Company contracts by by mortgage or charge of all or any of the mortgage. property of the Company and its uncalled capital for the time being or in such other manner as they may think fit.

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