CO129-520-7 Public Utility companies- acquisition by foreign groups 4-12-1929 - 26-1-1930 — Page 80

88

Directors may act notwith- standing

vacancy.

When office of director

to be vacated.

Directors

with Company.

42

127. The continuing Directors may act notwith- standing any vacancy in their body; but so that if the number of Directors falls below the minimum above fixed the continuing Directors shall not except for the purpose of filling vacancies act so long as the number is below the minimum.

128. A Director shall vacate his office :-

(a) If he becomes bankrupt or has a receiving order made against him or suspends pay- ment, or compounds with his creditors. (b) If he becomes a lunatic or of unsound mind (c) If all the other Directors shall unanimously resolve that he is physically or mentally in- capable of performing the functions of a Director provided that this clause shall not apply to a Managing Director or Manager. (d) If he ceases to hold the required number of

shares to qualify him for office.

(e) If he shall have absented himself for more than three consecutive Meetings of the Board without the consent of the Directors, or if he be absent from Hongkong for a greater period than six months without such consent previ- ously obtained.

(f) If by notice in writing to the Company he resigns his office, and such resignation is accepted by the Directors.

129.-(1) No Director shall be disqualified by his may contract office from entering into a contract or arrangement with the Company, either as a vendor, purchaser, agent or broker or otherwise, and either personally or by or through any firm or Company in which he may be a partner or shareholder or from being otherwise interest- ed, in any business or transaction in which the Company is interested; and no such contract or arrangement, or any contract or arrangement entered into by or on be- half of the Company with any person, firm or company of or in which any Director shall be in any way interest- ed shall be avoided, nor shall any Director so contract- ing or being so interested, be liable to account to the

43

Company for any profit realised by any such contract, arrangement, business or transaction, by reason of such Director holding the office of Director, or of the fiduciary relation thereby established; but any Director so con- tracting, or being so interested as aforesaid, shall disclose at the meeting of the Board at which the con- tract, arrangement, business or transaction is determined on, the nature of his interest, if it then exists, or in any other case at the first meeting of the Board after the acquisition of his interest; and a Director shall not as a Director vote in respect of any contract, arrangement, business or transaction in which he is so interested as aforesaid, and if he do so vote his vote shall not be counted; but this prohibition shall not apply to any contract by or on behalf of the Company to give to the Directors or any of them any security by way of indem- nity or of security for advances, or to a settlement or set- off of cross claims, and it may at any time or times be suspended or released by a general meeting. A general notice that a Director is a member of any specified firm or company, or is to be regarded as interested in any contract, arrangement, business or transaction with such firm or company, shall be sufficient disclosure under this article, and after such general notice it shall not be necessary to give any special notice relating to any particular contract, arrangement business or transaction with such firm or company as aforesaid.

(2) A Director of this Company may be or become a Director of any company promoted by this Company or in which it may be interested as a Vendor, Shareholder or otherwise and no such Director shall be accountable for any benefits received as a Director or member of such company.

Rotation of Directors.

130. At each ordinary yearly meeting the two Rotation and Directors who have been longest in office shall retire. If Retirement two or more have been in office an equal length of time, of Directors, the Director or Directors to retire shall in default of agreement between them, be chosen by lot. The length of time a Director has been in office shall be computed from his last election or appointment where he has

89

Page 80Page 81