138
THE HONGKONG GOVERNMENT GAZETTE, 18TH MARCH, 1865.
Votes of Members.
(19.) Every Member shall have One Vote and no more.
(20.) If any Member is a Lunatic or Idiot he may vote by his Committee, or other legal Represen
tative.
(21.) No Member shall be entitled to vote at any Meeting unless all Monies due from him to the
Company have been paid.
(22.) Votes may be given either personally or by Proxies: A Proxy shall be appointed in Writing under the Hand of the Appointor, or if such Appointor is a Corporation, under its Common Seaf
(23.) No Person shall be appointed a Proxy, who is not a Member, and the Instrument appointing him shall be deposited at the registered Office of the Company not less than Forty-eight Hours before the Time of holding the Meeting at which he proposes to vote.
(24.) Any Instrument appointing a Proxy shall be in the following Form:-
I
the
of
Company Limited.
in
Company Limited, hereby appoint
being a Member of
of
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
and at any Adjournment thereof to be held on the
Day
[or, at any Meeting of the Company that may be held in the Year
Day of
next,
As Witness my Hand, this
Signed by the said
Day of
in the presence of
Directors.
(25.) The Number of the Directors, and the Names of the first Directors, shall be determined by the
Subscribers of the Memorandum of Association.
(26.) Until Directors are appointed, the Subscribers of the Memorandum of Association shall, for all
the purposes of this Ordinance, be deemed to be Directors.
Powers of Directors.
(27.) The Business of the Company shall be managed by the Directors, who may exercise all such Powers of the Company as are not hereby required to be exercised by the Company 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.
Election of Directros.
(28.) The Directors shall be elected annually by the Company in General Meeting.
Business of Company.
[Here insert Rules as to Mode in which Business of Insurance is to be conducted.]
Accounts.
(29.) The Accounts of the Company shall be audited by a Committee of Five Members, to be called
the Audit Committee.
*
(30.) The first Audit Committee shall be nominated by the Directors out of the Body of Members. (31.) Subsequent Audit Committees shall be nominated by the Members at the Ordinary General
Meeting in each Year.
(32.) The Audit Committee shall be supplied with a Copy of the Balance Sheet, and it shall be their
Duty to examine the same with the Accounts and Vouchers relating thereto.
(33.) The Audit Committee shall have a List delivered to them of all Books kept by the Company, and they shall at all reasonable times have access to the Books and Accounts of the Company: They may, at the Expense of the Company, employ Accountants or other Persons to assist them in investigating such Accounts, and they may in relation to such Accounts examine the Directors or any other Officer of the Company,
(34.) The Audit Committee shall make a Report to the Members upon the Balance Sheet and
Accounts, and in every such Report they shall state whether in their Opinion the Balance She is a full and fair Balance Sheet, containing the Particulars required by these Regulations o the Company, and properly drawn up, so as to exhibit a true and correct View of the State of the Company's Affairs, and in case they have called for Explanation or Information from the Director. whether such Explanations or Information have been given by the Directors, and whether they have been satisfactory, and such Report shall be read together with the Report of the Directors ** the Ordinary Meeting.
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