CO129-515-8 Hong Kong and Shanghai Banking Corporation- amendment ordinances- and reports 26-1-1929 - 8-7-1929 — Page 28

21

-

Minutes of General Meetings.

Minutes.

84.—(1) The Board shall cause minutes to be duly entered, in books Keeping of provided for the purpose, of all resolutions and proceedings of general meet- ings, which minutes shall be signed by the Chairman.

standing defects in

notwith-

(2) The proceedings of any general meeting shall not be impeached by Validity of reason of such meeting or the business recorded or transacted thereat not proceedings. having been notified or having been in any respect insufficiently or impro- perly notified to the shareholders, or by reason that any person present at such meeting or voting upon any question was not entitled to be present thereat, or to vote thereon, or on any ground of objection to the constitution or mode of conducting such meeting, or as to the irregularity or impro- priety of any proceedings appearing upon such record.

(3) Every entry in the general meetings minute book, purporting to be the record of the proceedings of any general meeting and to be so signed, shall be acknowledged and received by and between the shareholders and their representatives as evidence that the proceedings so recorded did virtually take place at the meeting at which by such record they are stated to have taken place, and that the person or number of

persons therein stated to have attended the meeting, did in fact attend and were qualified, and entitled to attend and act as shareholders thereat, and that the persons therein stated to have voted or whose votes are therein recorded as given upon any question were entitled to vote, and did actually vote thereon and in the manner therein appearing and that the person whose name appears on such record as being the Chairman of the meeting, or the Chairman of the meeting at which the record was signed, was qualified to preside and did duly preside as Chairman thereat, and duly subscribed the record.

minutes.

Entries in

Minute Book as proof of

proceedings and of numbers and qualification

and votes of share-

holders and and qualifica- tion of

of identity

Chairman.

Minute Book as proof of proper

convening of Meeting and of proceedings

(4) Every general meeting which by any such record so entered and Entries in purporting to be so 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 convened and held in accordance with these regulations, and the proceedings of every general meeting, from time to time so recorded, shall, unless the contrary appear on the record, be treated, recognized, and acted on by all the share- holders and their representatives as having been regular and proper in all respects.

(5) Every order, motion 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 motion or resolution subsists un- rescinded, be treated, recognized and acted on as valid and binding on all the shareholders and their representatives and as a sufficient authority for all acts and proceedings in conformity therewith.

on record.

Order, motion, or

Resolution, valid until rescinded.

of Minute-

(6) The general meetings' minute books shall be kept at the Head Inspection Office, and shall, subject to conditions laid down by the Board, be open to the inspection of shareholders.

The Board of Directors.

Books by

share-

holders.

85. Unless and until otherwise determined by a general meeting, the Number of number of Directors shall not be less than seven nor more than twelve.

Directors

Fiesent

86. The several persons who shall be in office as Directors at the com- mencement of the Ordinance are to continue as Directors subject to the Directors provisions of these regulations.

87. In every case of a vacancy in the Office of Director, from any cause other than that of retiring by rotation the vacancy may be filled by the Board.

cortinued.

Board may fill vacancies

Qualification

88.-(1) Unless and until the qualification of the Directors be other- wise determined by a general meeting, the qualification of a Director shall of Directors. be the holding in his own right alone and not jointly with any other party of not less than twenty-five shares in the Bank. No person shall be eligible for appointment as a Director unless he holds such qualification.

33