CO129-515-8 Hong Kong and Shanghai Banking Corporation- amendment ordinances- and reports 26-1-1929 - 8-7-1929 — Page 33

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To utilize

premium on issue of

bank's shares.

To make contracts.

To deal with pro- perty of the bank,

To lend n.oney.

Entries in minute book.

Record of board meeting unimpeach- able except for

irregularity appearing on record.

Entries in minute book prima facie evidence.

Record of board meeting

binding on shareholders.

Unrescind- ed order or resolution to be binding.

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(24) To utilize if thought fit the premiums which may from time to time be received by the Bank from the issue of new shares for the purpose of adding to and maintaining the reserve or reserve funds or for any other purpose which the Board thinks fit.

(25) To enter into all such negotiations and contracts for purchase, sale or otherwise, and rescind and vary all such contracts, execute and do all such acts, deeds and things in the name and on behalf of the Bank as the Board may consider expedient for or in relation to any of the matters aforesaid, or otherwise however for the purposes of the Bank.

(26) To sell, improve, manage, let or turn to account, all or any part or parts of the land houses and premises property rights privileges conces- sions and things of the Bank.

(27) To lend, advance money and act as agents for any loan and to furnish and provide deposits, guarantee funds and guarantees and sub- scribe for and deal in Government shares and loans, stocks, shares, bonds, mortgages, obligations and securities in the manner mentioned in these Regulations.

Board Minute Book.

113. A book shall be provided and kept under the superintendence of the Board; and a true and faithful record of the proceedings at every Board meeting shall be entered therein, and shall be read at the next Board meet- ing as the first business thereat after the chair is taken, and, being then found or made correct, shall be signed by the Chairman thereat.

114. The proceedings of any Board meeting, so recorded and signed, shall not be impeached by reason of such Board meeting, or the business recorded as transacted thereat, not having been notified, or having been in any respect insufficiently or improperly notified to the Directors; or by reason that any Director, whose name appears recorded as present thereat, was not qualified; or by reason of any other irregularity, unless the same appears on such record.

115. Every entry in the said minute book, purporting to be the record of the proceedings of any Board meeting and to be so signed, shall be acknowledged and received by and between the shareholders and their representatives as prima facie evidence that the proceedings so recorded did actually take place at the Board meeting at which, by such record, they are stated to have taken place; and that the Director or Directors, or number of Directors therein stated to have attended the Board meeting, did in fact attend and act as a Director or Directors thereat; and that the person, whose name is recorded as having been Chairman, was the Chair- man of the Board meeting at which the proceedings thereby recorded took place, and that he was the proper person to preside, and did preside as Chairman thereat; or, as the case may be, that the persons whose names are subscribed to such record as Directors present at the Board meeting were present thereat, and duly subscribed the record.

116. Every Board meeting which, by any such record, so entered and purporting to be signed, is stated or appears to have been held, shall un- less the contrary appear on the record, be treated and recognized by all the shareholders and their representatives, as having been duly notified, con- vened, and held, in accordance with the regulations concerning Board meetings, and the proceedings of every Board meeting from time to time so recorded shall, unless the contrary appear on the record, be treated, recognized, and acted upon by all the shareholders and their representa- tives as having been regular and proper in all respects.

117. Every resolution which appears recorded as part of such pro- ceedings, and notwithstanding it be impeachable on any ground whatever, shall, so long as such resolution subsists unrescinded, he treated, recognized and acted upon as valid and binding on all the shareholders and their repre- sentatives, so far as a resolution of the Board can bind them, and shall be sufficient authority for all acts and proceedings in conformity therewith, so far as the Board can authorize the same.