.
•
THE HONGKONG GOVERNMENT GAZETTE, 18TH MARCH, 1865.
such Appointor is a Corporation, under their Common Seal, and shall be attested by one or more, Witness or Witnesses: No Person shall be appointed a Proxy who is not a Member of the Company. (50.) The Instrument appointing a Proxy shall be deposited at the registered Office of the Company not less than Seventy-two Hours before the Time for holding the Meeting at which the Person named in such Instrument proposes to vote, but no Instrument appointing a Proxy shall be. valid after the expiration of Twelve Months from the date of its execution.
(51.) Any Instruinent appointing a Proxy shall be in the following form:-
f
the
votes, hereby appoint
Company Limited.
of
Company Limited, and entitled to
of
being a Member of
vote or
as my Proxy, to vote for me and on my behalf at the [Ordinary or Extraordinary, as the case may be] General Meeting of the Company, to be held on the`
day of
and at any adjournment thereof [or at any Meeting of the Company that may be held in the Year
As witness my hand, this
Signed by the said
day of
186
in the presence of
Directors.
(52.) The Number of the Directors, and the Names of the First Directors, shall be determined by the
Subscribers of the Memorandum of Association.
(53.) Until Directors are appointed the Subscribers of the Memorandum of Association shall be deemed
to be Directors.
(54.) The future Remuneration of the Directors, and their Remuneration for Services performed previ- ously to the First General Meeting, shall be determined by the Company in General Meeting.
Powers of Directors.
(55.) The Business of the Company shall be managed by the Directors, who may pay all Expenses incurred in getting up and registering the Company, and may exercise all such Powers of the Company, as are not by the foregoing Ordinance, or by these Articles, required to be exercised by the Company in General Meeting, subject nevertheless to any Regulations of these Articles, to the Provisions of the foregoing Ordinance, and to such Regulations, being not inconsistent with the aforesaid Regulations or Provisions, as may be prescribed by the Contpany in General Meeting; but no Regulation made by the Company in General Meeting shall invalidate any prior Act of the Directors which would have been valid if such Regulation had not been made.
(56.) The continuing Directors may act notwithstanding any Vacancy in their Body.
Disqualification of Directors.
(57.) The Office of Director shall be vacated,--
If he holds any other Office or Place of Profit under the Company;
If he becomes bankrupt or insolvent;
If he is concerned in, or participates in the Profits of, any Contract with the Company;
But the above Rules shall be subject to the following Exceptions; That no Director shall vacate his Office by reason of his being a Member of any Company which has entered into Contracts with or done any Work for the Company of which he is Director; nevertheless he shall not vote in respect of such Contract or Work; and if he does so vote his Vote shall not be counted.
Rotation of Directors.
(58.) At the First Ordinary Meeting after the Registration of the Company the whole of the Directors shall retire from Office; and at the First Ordinary Meeting in every subsequent Year One Third of the Directors for the Time being or if their Number is not a multiple of Three, then the Number nearest to One Third, shall retire from Office.
(59.) The One Third or other nearest Number to retire during the First and Second Years ensuing the First Ordinary Meeting of the Company shall, unless the Directors agree among themselves, be determined by Ballot: In every subsequent Year the One Third or other nearest Number who have been longest in Office shall retire.
(00.) A retiring Director shall be re-eligible.
(61.) The Company at the General Meeting at which any Directors retire in manner aforesaid shall
fill up the vacated Offices by electing a like Number of Persons.
(02.) If at any Meeting at which an Election of Directors ought to take Place the Places of the vacating Directors are not filled up, the Mecting shall stand adjourned till the same Day in the next Week, at the same Time and Place; and if at such adjourned Meeting the Places of the vacating Directors are not filled up, the vacating Directors, or such of them as have not had their Places filled up, shall continue in Office until the Ordinary Meeting in the next Year, and so on from Time to Time until their Places are filled up.
3.) The Company may from Time to Time, in General Meeting, increase or reduce the Number of
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