CO129-515-8 Hong Kong and Shanghai Banking Corporation- amendment ordinances- and reports 26-1-1929 - 8-7-1929 — Page 83

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

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body as it thinks fit and may from time to time revoke such delegation or revoke the appointment of and discharge any such Committee either wholly or in part, and either as to persons or purposes, and may authorise any such Committee to use the common seal. Any Committee so formed shall, in the exercise of the powers so delegated, conform with any instructions that may from time to time be given to it by the Board.

of com- nittee.

109. The meetings and proceedings of any such Committee shall be Proceedings governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by any instructions given by the Board under regulation 108.

110. All acts done at any meeting of the Board, or of a Committee of the Board, or by any person acting as a Director or member of a Com- mittee, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they, he or any of them were or was disquali- fied, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such Committee.

Powers of the Board.

111. Subject to the provisions of regulations 108, 112 (10), 120 and 121 the Board, shall, in addition to the powers, authorities and discretions by the Ordinance and by these regulations expressly conferred upon it have the entire management of and superintendence over the business and affairs of the Bank, and in every case not provided for, or not adequately provided for by the Ordinance or these regulations shall have full power to regulate its own procedure and the mode of conducting the business of the Bank, and the Board, in addition to the powers and authorities by the Ordinance and by these regulations expressly conferred upon it, may exercise all such powers, give all such consents, make all such arrangements, and generally do all such acts and things as may be exercised or done by the Bank, and are not by the Ordinance or by these regulations directed or required to be exercised or done by the shareholders in general meeting, but subject nevertheless to the provisions of the Ordinance and of these regulations.

112. Without prejudice to the general powers conferred by or im- plied in the Regulations and to the other powers, authorities and discretions conferred by these presents it is hereby expressly declared that it shall be lawful for the Board to carry out all or any of the objects set forth in re- gulation 3, and by way of addition and not of limitation to do all or any of the following things namely:---

Acts of

directors of committee

valid

notwith-

standing defective appoint-

ment.

have

Board to general control of

business.

Specific

powers

board.

given to

To purchase property,

(1) To purchase or otherwise acquire for the Bank any property con- cessions, franchises, charters, patents, monopolies, rights or privileges rights, etc. which the Bank is authorized to acquire at such price and generally on such terms and conditions as the Board thinks fit.

(2) At its discretion to pay for any property, concessions, franchises, charters, patents, monopolies, rights, or privileges acquired by, or services rendered to, the Bank either wholly or partially in cash or in shares, bonds, debentures, or other securities of the Bank and any such shares may be issued either as fully paid up or with such amount credited as paid up there- on 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 pro- perty of the Bank and its uncalled capital, or not so charged.

(3) To secure the fulfilment of any contracts or engagements entered into by the Bank by mortgage or charge of all or any of the property of the Bank and its uncalled capital for the time being, or in such other manner as it may think fit.

(4) To accept from any shareholder, on such terms and conditions as shall be agreed, a surrender of his shares or stock or any part thereof.

Το

To pay for rights etc., partly in partly in

property,

cash and

shares.

To secure contracts by

filfilment of

charge on property of bank.

To accept surrender of

shares.

106

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