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How ques tions to be decided.
Powers of
quorum.
Power to appoint Committees and to de- legate.
Acts of Com-
of summe
of Directors.
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106. Questions arising at any meeting shall be decid- ed by a majority of votes, and in case of an equality of votes, the Chairman shall have a second or casting vote.
107. A meeting of the Directors for the time being at which a quorum is present shall be competent to exer- cise all or any of the authorities, powers and discretions by or under the Articles of the Company for the time being vested in or exerciscable by the Directors generally,
108, The Directors may delegate any of their powers, other than the power to make calls, to Committees con- sisting of such member or members of their body as the Directors think fit, and they may, from time to time, revoke the appointment of and discharge any such Com- mittees either wholly or in part, and either as to persons or purposes, but every Committee so formed shall in the exercise of the powers so delegated to it, conform to any regulations that may from time to time be imposed on it by the Directors.
109. All acts done by any such Committee in con- mittee to be formity with such regulations, and in fulfilment of the effect as acts purposes for which it is appointed, but not otherwise, shall have the like force and effect, as if done by the Directors, and the Directors shall have power, with the consent of the Company in General Meeting, to re- munerate the members of any Special Committee, and charge such remuneration to the current expenses of the Company.
Proceedings of Coin- mittee.
When acts of Directors
or Committee to be valid notwith-
standing
defective
appoint-
ment, etc.
110. The meetings and proceedings of any such Committee consisting of two or more members shall 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for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto, and are not superseded by any regulations made by the Directors under the last preceding Article.
111. All acts done by any meeting of the Directors, or by a Committee of Directors or by any person acting as a Director, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appoint- ment of such Directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
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112. A resolution in writing signed by all the Direc- Resolution tors in the Colony of Hongkong for the time being shall without be as valid and effectual as if it had been passed at a Board meet- meeting of the Directors duly called and constituted. ing valid.
any
113. If any of the Directors being willing shall be Remunera- called upon to perform extra services or to make tion forextra special exertions in going or residing away from home or services. otherwise for any of the purposes of the Company, the Company shall remunerate the Director or Directors 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.
Managing Director.
114. The Directors may from time to time appoint Directors one or more of their body to be Managing Director or may delegate Managing Directors to exercise such of the powers exer- their
powers cisable under these Articles by the Directors as they may Director.
to Managing think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke, with- draw, alter or vary all or any of such powers.
115. A Managing Director shall not, while he con- tinues to hold that office, be subject to retirement by rotation, but he shall be subject to the same provisions as to resignation and removal as the other Directors of the Company, and if he cease to hold the office of Director from any cause, he shall, ipso facto and immediately, cease to be a Managing Director.
116. The remuneration of a Managing Director shall from time to time be fixed by the Directors, and may be by way of salary, or commission, or participation in profits, or by any or all of those modes.
Minutes.
117. The Directors shall cause minutes to be duly Minutes to entered in books provided for the purpose:-
(a) of all appointments of Officers.
— .
be made.
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