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General Powers of Company vested in Directors.
Specific
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(b) of the names of the Directors present at each meeting of the Board and of any Committee of Directors.
(c) Of all orders made by the Directors and
Committee of Directors.
(d) of all resolutions and proceedings of General Meetings and of Meetings of the Directors and Committee.
The Directors shall also cause minutes of all resolu- tions and proceedings of Ordinary and Extraordinary Meetings of the Company to be duly entered in a book provided for the purpose.
(2) Any such minutes of any meeting of the Direc- tors or of any Committee or of Ordinary or Extraordinary Meetings of the Company, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
Management.
152. The management of the business of the Com- pany shall be vested in the Directors who in addition to the powers and authorities by these Articles expressly con- ferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company, and are not hereby or by ordinance expressly directed or required to be exercised or done by the Company in General Meeting but subject nevertheless to the provisions of the ordinances, and of these articles and to any regulations from time to time made by the Company in General Meeting not being inconsistent with such provisions or these articles. Provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation has not been made.
153. Without prejudice to the general powers con- powers given ferred by the last preceding article and to the other powers conferred by these articles, it is hereby
to Directors.
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expressly declared that the Directors shall have the following powers, that is to say, power:-
(1) To purchase, lease, hire or otherwise acquire To acquire
for the Company any property, rights, privi- property. leges or things which the Company is autho- rised to purchase, lease, hire or otherwise acquire, at such price whether of a pecuniary nature or not and generally on such terms and conditions as they think fit.
&c.
(2) At their discretion, to pay for any property, To pay for rights, or privileges acquired by, or services property in rendered to the Company, either wholly or debentures, partially in cash, or in shares, bonds, deben- tures, or other securities, of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon 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 property of the Company and its uncalled capital, or not so charged.
(3) To secure the fulfilment of any contracts or To secure
engagements entered into by the Company, contracts by by mortgage or charge of all or any of the mortgage. property of the Company including its un- called capital for the time being, or in such other manner as they may think fit.
(4) To appoint, and at their discretion, remove To appoint or suspend such Agents in Hongkong and at agents, any port or place outside Hongkong where officers, &c. the Company may do business, also to ap- point and at their discretion remove or suspend managers, secretaries, sub-agents, officers, clerks, compradores and shroffs, ser- vants and other employees for permanent, temporary, or special services, as they may from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments, and to require and take such security in such instances and to such
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