THE HONGKONG AND SHANGHAI BANKING
CORPORATION.
THE HONGKONG AND SHANGHAI BANK
REGULATIONS.
(Cap. 70, section 4).
(Ordinance No. 6 of 1929)
[17th May, 1929.]
1. The following which may be cited as The Hongkong
and Shanghai Bank Regulations shall be the regulations of
the bank, and they shall be construed by the law in force for
the time being in Hong Kong.
2. Every shareholder, his heirs, executors, adminis-
trators or assigns or successors shall perform the several
engagements on the part of the shareholders which are
-expressed in the Ordinance -and in the regulations, and
shall in all other respects perform and abide by the pro-
visions of the Ordinance and the regulations.
3. The objects of the bank are-
(a)the carrying on the business of banking in all its
branches and departments and of financial agents,
including the issue of notes; the borrowing,
raising or taking up of money; the lending or ad-
vancing, with or without security, of money,
securities and property, and also with or without
security the granting or contracting for open general
credits; and also the receiving of money on deposit
or current account at interest or otherwise; the
making, drawing, accepting, indorsing, issuing,
discounting,. buying, selling, exchanging, remitting
and otherwise dealing with bills of exchange, promis-
sory notes, coupons, comprador orders, native bank
orders, drafts, bills of lading, warrants, bonds, de-
bentures, certificates, scrip and other instruments and
securities whether transferable or negotiable or not ;
the granting and issuing of letters of credit and
circular notes ; the buying, selling and dealing in
bullion, specie and coins; the negotiating of loans
and advances ; the collecting and transmitting of
money and securities ; the managing of property;
and the transacting of all kinds of agency business
commonly transacted by, bankers;
(b)to take, accept, enforce, release, realize or deal with
any security now held or which may hereafter be
held by the bank for any moneys owing or to be-
come owing to the bank, or for any liabilities in-
curred or to be incurred towards or by the bank
by way-of -mortgage, pledge, hypothecation,_ deposit
or otherwise howsoever of every kind of property
or rights;
(c)to carry on the business of a savings bank in all
branches of such business;
(d)to acquire by purchase or otherwise, or otherwise to
participate in, deal in and turn to account, the
business of any mercantile, trading or banking
concern or any other business of whatsoever nature
and any part of the real and personal property be-
long.ing to any such concern in connexion with the
business operations carried on by such concern ;
(e)to establish, carry on, undertake, finance or other-
wise deal with and turn to account any business,
undertaking, transaction or operation commonly
carried on or undertaken by bankers, discounters,
bill brokers, bullion brokers or exchange brokers;
to hold, improve, undertake, realize and deal with
as may seem expedient any business or property
which the bank may become entitled to by for~-
closure or otherwise, and for the purpose of better
realizing or dealing with 'any security to purchase
the equity of redemption of or any share or other
interest of whatsoever nature in any property upon
or in connexion with which the bank has or may
have any charge or lien;
(g)to issue on commission, underwrite or otherwise
subscribe conditionally or unconditionally for, take,
acquire, hold, sell, exchange and otherwise deal in
shares, stocks, funds, debentures, debenture stock,
bonds, mortgages, obligations, options, option certi-
ficates, Treasury bills or securities of any govern-
ment, state, principality, authority or body, whether
supreme, provincial, municipal, local or otherwise,
or of any corporation, company, association, syndi-
cate, firm or person ; and to give any guarantee for
the payment of money or the performance of any
obligation or undertaking in relation to mortgages,
contracts and agreements of every nature, loans, in-
vestments and securities or otherwise, or for any
other purpose, and whether made or effected or
acquired through the bank's agency or otherwise;
(h)to finance and assist railways, tramways or other
commercial undertakings of whatsoever nature,
whether on sea or on land, and also corporations,
companies, associations, syndicates, firms or persons
of all kinds or descriptions; and to negotiate loans
of every description with any government, state,
principality, authority or body, whether supreme,
provincial, municipal, local or otherwise and with
any corporation, con-ipany, association, syndicate,
firm or person;
to 'act as trustee for the holders of or otherwise in
relation to any shares, -stocks, funds, debentures,
debenture stock, bonds, mortgages, obligations '
options, option certificates, Treasury bills or
securities issued or to be issued by any government,
state, provincial, municipal or other authority,
corporation, company, association, syn~icate, firm
or person and generally to undertake and execute
any trusts, whether public or private, and to under-
take and execute either alone. or jointly with others,
and either in its own name or through or by means
of an officer or a party appointed by the bank, the
office of receiver or manager for debenture holders
or other mortgagees, custodian, trustee, executor,
administrator, receiver, manager, committee, liquida-
tor, treasurer, comptroller, registrar, accountant or
auditor, or any other office of trust or confidence,
and to perform and discharge the duties incident
to any such office and to transact all kinds of
business arising in connexion therewith ; and to
keep for any corporation, company, association,
syndicate, firm or person and for any government,
state, principality, authority or body, whether
supreme, provincial, municipal, local or otherwise,
any register relating to any real or personal pro-
perty or to any stocks, funds, shares or securities,
and to undertake any duties in relation thereto or
to the registration of transfers, assignments, mort-
ga-es, charges, deeds, documents or things, 'or the
issue of certificates, or otherwise
to make deposits, enter into recognizances and
bonds and otherwise give security for the due
execution and performance, whether by the bank
or by any officer of the bank or by any other party,
of the --duties- of custodian, trustee, executor, ad-
rninistrator, receiver, manager, committee, liquida-
tor, treasurer, comptroller, registrar, accountant or
auditor or any other office of trust or.confidence, or
any other duties or any contracts, agreements or
obligations, and generally to carry on guarantee
and fidelity business of all kinds, and to effect
cotinter-guarantees
(k)to purchase or otherwise acquire and to invest
money in or to advance and lend money on the
security of land or,any other interest therein, build-
ings, crops, godowns, goods, wares, merchandise
and produce, shares, securities and any other kind
of real and personal property whatsoever and
wheresoever;
(1)generally to purchase, take on lease or i * n exchange,
hire or otherwise acquire, and improve, manage,
work, develop and exercise all rights in respect of.,
lease, mortZnze, sell, dispose of, turn to account or
otherwise deal with all or any of the assets or rights
of the bank, or any real or personal property ofany
kind wherever situate, and any concessions, fran-
chises, charters, patents, monopolies, privileges or
rights, whatsoever and wheresoever which the bank
may think necessary or convenient for the purposes
of its business or with reference, to any of these
objects, or. the acquisition of which may seem cal-
culated to facilitate the realization of any securities
held by the bank, or to prevent or diminish any
apprehended loss or flability
(m) to enter into any arrangements with any govern-
ment, state, principality, authority, or body,
whether supreme, provincial, municipal, local or
otherwise, or any other bank, that may seem condu-
cive to the bank's objects or any of them, and to
obtain from any such. government, state, princl-
pality, authority or body or bank and thereafter to
carry out, exercise, develop, and otherwise deal
with and turn to account any concessions,
franchises, charters, patents, monopolies, privileges
or rights whatsoever and wheresoever;
(In)to receive on deposit, gratuitously or otherwise, for
safe custody, transit or oth.erwise, money, securities
for money, documents of or relating to title to Pro-
perty of all kinds, bullion, jewellery, pictures, plate
and other articles of value, goods, chattels, movable
effects and personal property of every kind;
(o) to issue warrants, documents of titl ' c and other mer
cantile instruments or indicia of title or pos~;t,ssii)ii
against. deposits of all kinds made with the bank ;
(p)to procure the bank to be registered or recognized
in the United Kingdom or in any coloti~, or
dependency thereof, or in any British dominion or
in any foreign country or state, or colony or
dependencY thereof, or in any protected or mandated
territory, whether under British or foreign control
(CJ)to obtain Any charter or letters patent ol, any Act,
Ordinance or decree of the Imperial Parlianient, or
of any dominion or colonial parliament ol- lems-
lature, or of any foreign government or authoritY
(whether supreme ol- provincial) or of atiy so~rereign,
legislative assembly or council, or of an), Court of
justice, ol- an~ provisional or other order of the
Board of Trade, or of any provincial, municipal or
local authority or other proper authority of whatever
nature for enabling the bank to carry ariv of its
objects into effect, ol- for dissolving the bank and
reincorporating its members as a new company or
corporation for any of [lie objects specified in t'liese
regulations, or for effecting ally Illodificatioll in the
bank's constitution ;
(r)to borrow or raise rrioney in such rnanner as the
bank thinks fit and on security or otherwise and in
particular by the issue of debentures or debenture
stock, bonds ol- other obligations (whether perpetual
ol- otherwise) and whether charged or riot upon all
or any o.f the bank's property (both present and
future) including its uncalled capital, and to create,
execulc Lnd issue morfgages, debentures and
charges, and to issue circular notes, bills, drafts and
other instruments and securities, whether payable to
bearer ol- o',lici-wise, and to make the sarne ol- ally
of thern assignable free from equities;
(s.)to establish and support or. aid ill or contribute to
the establishment-- and support of associations,
institutions, funds, trusts and conveniences cal-
culated to benefit employees or ex-employees of the
bank or the dependants or connexions of such
persons; and to grant pensions and allowances and
donations to ally persons who have been in the
employ of the bank or to employees or ex-employees
of any persons, firms, companies or corporations
whose business may have been acquired by the
bank ; and to make payments towards insurance and
to subscribe or guarantee money for gifts or testi-
monials, or for national, provincial, municipal,
educational, scientific, religious, charitable or bene-
volent objects, or for any public, general or useful
object;
(t)to self, irnprove, manage, develop, exchange, lease,
mortgage, dispose of, turn to account or otherwise
dcai will] c,1]l ol- any part oF the property, colices-
slons, franchises, charters, patents, monopolies,
ol- rights or the bank for the time being,
whatsoever and wheresoever,
(it) to establish, prornote or concur ill establishing or
promoting ally company, corporation, syndicate or
firril, whose bu51ness or objects include the acquisi-
Lion and taking over of all or an), of the property,
assets and liabilities of the bank or ill which the bank
is interested, ol- which are in ally,- manner calculated
to cIrectly or indirectly the objects or
interests of the bank, and to take or otherwise
acquire. and hold shares ill ol- securities of any such
company, corporation, syndicate or firin and to
,-u~traiitee any payments ill respect of any shares,
debentures ol- securities (whether ill the nature of
capied, principal, income or interest or otherwise)
issued by. ally such company, corporation, syndicate
or firni ;
(v)to do all or any of the above things iii ariy part of
the world, and as principal, agent, coiitr,-tcloi., truslee
or in any other capacity whatever, arid hy or through
trustees, ageiiLs or otherwise, and either alone or ill
conjunction with others;
(w)to do --ill such other acts and things ill all parts ol' the
world as seem to the bank inciderital or cotiducive
to the attairiment of the above objects or of
them.
4. Any branch o! ' - kind of business, which either by the
Ordinance or by these. rCgUla:1i0FIS is either expressly Or by
implication authorized to be uridertaken by the barlk, rilaY bc
undertaken by the board at stich time ol. titiles as tile bo'll.d
thinks fit, and further rnay, stibJect to obtainirlg any rieces-
sary consent, be suffered b ' v it to be ill ibe~liiice, whether
such branch ol- kirid of busiriess may ha-ve been actuall ' \.
commenced or riot, for-so-lotig as the board- ma. y decin it
expedierIt riot to C0111111Clice (r 1)l-oc(Td witil Such brallch ol.
kirId of business.
5.NorIc of the furlds of the hailk shall be employeel ill
the P1.11-1711,-tSC of or :M loan., tipoti the of Its mvil
shares.
Places of business.
6. The bank shall always be provided with some house
or office in the Colony, which shall be its head office ol- prill-
cipal place of business.
7. The head office shail be at No. i Road
Central, ~7ictoria, ill the Coloiiy of Hong K'011g Or It SLICII
other place in the Colotiy as the board may from tirlle to
time appoint.
8. The barik from time to tirne inay provi de such
houses or offices in places, whether In the ColorIY or else-
where, in whicil its busirless shall be carried oil, as the boarel
may from tirne to time think requisite for the busirless of the
bank and for the residence of any of its mariagers, agelits,
sub-agents, officers, servants or clerk,-; or for otlier purposes
of the bank.
Iiic,rease of capital.
9. (1) Subject to the provisions of section 7 Of the
Ordinance the shareholders in general meeting may from
time to time increase,. the capital by the creation of new shares
of such amount as i-nay be deemed expedient.
(2) The new shares shall bc issued upon such terms and
conditions, and wit'li ---sucIf rights and. privileges annexed
thereto, as the general rneeling resolving upon the creation
thereof may direct, and if no direction be given, as the board
shall determine ; and ill particular such shares may be issued
with a preferentini ol. qualified right to dividends and in the
distribution of the assets of the bank, and with a. special or
without any right of voting.
(3) The shareholders in general meeting may before the
issue of ativ new shares determine that the same or any of
thern shall be offered in the first instance, and either at par
or at a premium, to all the then shareholders or any class
thereof in proportion to the amount of the capital held by
them, ol. rnake any other provisions as to the issue and illot-
ment of the new shares; but in default of any such deter-
mination or so far as the same does not extend, the new
shares may be dealt with as if the), formed part of the shares
in the original capital.
(4) Except so far as otherwise provided by the condi-
tions of issue ol. b5, these presents, any capital raised by the
creation of new shares shall bc considered part of the original
capital and shall be subjecl to the provisions herein contained
.with reference to the payment of calls and instalments,
transfer and transmission, forfeiture, lien, voting and
otherwise.
,Slt(i,res-i77iscelia;ieous provisions.
10. (1) Every share shall be distinguished by its
appropriate nuniber.
(2) Every share shall be indivisible.
(3) No notice of any trust, express, implied ol- construe-
tive, shall be entered on any register and the bank shall be
entitled to treat 0e regiAered holder of any share as the
absolute owner thereof arid accordingly shall not except as
ordered by a court of justice be bound. to recog-nize ally
equitable ol. other clain. to or interest under such share oil
the part of any other person.
(4) Subject to ill(, provisions of these regulations as to
joint holders, every person, froin, time to.tinie entered ill flie
register of shareholders as the holder of any sliare, shall,
unless arid until his share bo lly operation of law ol- other-
wise vested in sonic oilier person and unless arid Until the
tith, of such other person is proved and established to the
satisfaction of the board under regulation 51, be recognized
arid treated by the bank as the sole lawful arid rightful owner
and holder of such share, and any other person entitled to
or claiming to be owner or holder of such share, or to be
entered as the holder thereof, shall not have ally claim against
the bank in respect thereof but shall claim only, against the
person so entered. and ]lis representative.
If ally shareholder die. or become in incapacitated
shareholder, and ariv share of such deceased ot. incapncitated
shareholdei be riot within four yehrs after the decease or
incapacity of the shareholder claimed by a lawful clairnant of
the share, so as to entitle him to be entered according to
these regulations in the register of shareholders as the
holder of the share, then the share and all dividends accruing
thereon after the decease or incapacity of the deceased or
incapacitated. shareholder, and all other rights and interests
in respect of the share as froin such decease or incapacit - v,
shall be liable to forfehure for the beinelit of the bank, and
the same may be declared by the board to be forfeited
accordingly : Provided that this paragraph shall not apply
.to the case of an infant shareholder while fie is an infant.
Certificates for shares.
11. The certificates of title to shales oil the principal
register shall be under the common seal and shall be signed
by one director and countersigned by the chief manager or
by such other officer of the bank as may be authorized to
do so by the board. Such certificates shall unless ollier-
wise prescribed by the board, be in the form in Appendix
1 or to the like effect.
12. The certilicates of title to shares on any local re-
gister shall be under the seal of the establishment which
keeps such local register and shall be signed by the manager
of such establishment and be in such form as the board
from time to time approves.
13. (1) Subject to the provisions of regulation iS,
every shareholder shall be entitled to a certificate in respect
of' each share registered in his name.
(2) Any such certificate shall be prll'i?itt facle evidence
of the title of the shareholder to such share.
14. Every certificate shall specify the number and
denoting numbers of the shares in respect of which it is
issued and the amount paid up thereon. A shareholder re-
quiring more than one certificate in respect of his shares
shall pay two dollars, or its equivalent in local currency, or
such less surn as the board may determine, for each addi-
tional certificate beyond one. He shall also pay any stamp
duty that may be payabie in respect of his share certificate
or certificates.
15. Any certificate for shares registered in the names
of twoor more persons shall be delivered to that one of such
persons who is first named on the register : Provided
that in the case of joint holders the bank shall not be
bound to issue more than one certificate to all the joint
holders and that delivery of such certificate to any one of
theni shall be sufficient delivery to all.
16. (1) If any certificate bc worn otit or defaced or
damaged, then upon production and surrender thereof to
the board the board may order the same to be cancelled
and may issue a new certificate in lieu thereof to the person
entitled thereto.
(2) If any certificate be lost or destroyed, then upon
proof thereof to the satisfaction of the board and upon such
indemnity as the board may deem adequate being given,
and upon such advertisements being inserted as the board
may require and upon payment by the shareholder of all
costs incurred, including all expenses incident to the inves-
tigation of evidence of loss and to such indemnity and to
SLICII advertisements as aforesaid, and generally Upon SLICII
terms as the board may require, a new certificate in lieu
thereof shall be given to the person entitled to such lost or
destroyed certificate.
.17. Where a share is forfeited and the certificate there-
of is not delivered tip to the bank, the board may issue a
new certificate of the share, distinguishing it as it thinks fit
Iroin the certificate so not delivered up.
18. For every certificate issued under the regulations
there shall be paid to the bank the suni of two dollars or its
equivalent in local currency, or such less stim as the board
may determine, together with any stamp duty, that may be
payable in respect of any such share certificate.
1C.. No person shall be entitled at any on(, tirne to be.
registered as the holder of or -be- interested in equity in niore
than two thousand shares in the bank without the sanction
of the board, and the board may at any tirne require from
ariv shareholder a statutory declaration that this
has been complied with.
Sha,relbolder's address.
20. A book called 'Shareholders Address Book' shall
be kept at the head office under the superintendence of the
board, and therein shall from tirne to tinie be fairly, and
distinctly entered in alphabetical order the names of the
shareholders with their respective places of abode and des-
cription so far -is the same are from time to tinie furnished
to the bank by or on belialf of any shareholder.
21. Any address so furnished as aforesaid shall be the
registered address of the shareholder for the purpose of re-
gulations 134 and 138.
Shareholder's change of ibai,~be or marriage.
22. No shareholder, who chan ' ges his name or being a
female marries, shall be entitled to receive any dividend or
to vote. until notice in writing of the change of nan-ie or
marriage has been given to the bank for registration.
Calls.
23. Any call shall be deemed to be due at the time
specified by the resolution of the general meeting of share-
holders for the payment of such call and each shareholder
shall pay to the bank at the tit-ne so specified the amount of
such calls which is due on his shares.
24. Tlie Joint holders of a share shall be severally -is
well as jointly llable for the payment ol' calls elite in respect
of such share.
25. Fourteen days' notice of any call shall be given
specifying the Linic and place of payment and to whom stich
call shall be paid.
- - -26. -Notice -of the - amount- Of Call <'lild of - the- person-
appointed to receive payment of the call and of the tirnes
and places appointed for payment shall be given. to the
shareholders by notice to be inserted once at least in one or
Inore Claily newspapers printed and cil-clilitllig in the Colony
and such notice shall be Sufficiently
given if advertised US
aforesaid.
27. Save as provided by regulation 26, no notice of any
call need be given to any shareholder.
28. The board may from to time at its discretion extend
the tirne fixed for the payment of any call, and in particular
inay extend such-time as to all or any of the shareholders
Miorn for any cause the board may deern entitled to any
such extension ; but no shareholder shall be entitled to any
such extension except as a matter of grace and favour.
29. Any sum or premium which by the terms of allot-
ment of a share is made payable upon allotment or at any
fixed date and any instalment of a call or premium shall for
the purposes of these regulations be deemed to be a call
duly made and payable on the date fixed for payment and
shall be included in the word 'call' whenever used in these
regulations, and in the case of non-payment, the provisions
of these regulations as to payment of interest and expenses,
forfeiture and the like and all other relevant provisions of
these regulations shall apply' aS if SUC1-1 sum, premium or
instalment were a call diily made and notified as liereby
provided.
30. If the sum payable in respect of any call be not
paid on or before the day appointed for payment thereof,
the holder for the time being of the share in respect of
which the call has been made and is dLIC Shall pay interest
upon the amount in arrear froni the day appointed for the
payment thereof to the time of the actual paynlent, at stich
rate of interest as the shareholders may by resolution deter-
mine or, failing such determination, as the board may
decide.
31. At the trial or hearing of any action or other legal
proceeding for the recovery of 'any money dLIC for any call
it shall be sufficient to prove that the name of the party, siied
is entered in a register as the holder, or one of the holders,
of the shares in respect of which such call was ni-ade-and
that noticeof such call was duly given and it shall riot be
necessary to prove any other matters of whatsoever nature,
but the proof of the matters aforesaid shall be concliisive
evidence of the debt.
Register of shareholders-registers as evidence.
--- 32.- (1)- -The board shall keep -the. following registers-
of its shareholders and shall enter therein the particulars
s pecified in paragraph (2) of this regulation-
(a)in the Colony, a register whicli shall be called 'the
principal registei-' ;
(b)in London, a local register which sliall be called
'the London register'.
(2) In the registers aforesaid there shall be entered the
following particulars-
(a)the names and addresses, and the occupations or
descriptions, if any, of the shareholders respec-
tively entitled and requiring to be registered '111 one
of such registers, and a statement of the shares field
by each shareholder distinguishing each share. by-
its number, and of the amotint paid or agreed to
be considered as paid on the shares of each share-
holder Provided that no shareholder shall be
to be entpred in niore than one register
at the same tinie in respect of the sarne shares;
(b)the date at which each shareholder was entered in
the registei as a shareholder in respect of any share
or sh(c) the date at which each shareholder ceased to be
in respect of ally share 01- shares.
(3) Such registers may be closed from tinie to time
as provided for regulation 47.
(4) Every local register shall be deemed for all pur-
poses tQ be. part of the principal register, and the manager
of any establishment at which there is a local register shall
transmit to the head office a copy of all entries in any
local register as sooll is may be after the entries are made;
and the bank -,hall cause to be kept at its head office, duly
entered tip front time to time, duplicates of the entries in
any local register, mid such duplicates shall for all the
purposes of the Ordinance and these regulations be deemed
to be part, of the principal register.
(5) The local Shanghai register previously kept by
the bank shall be deemed to be closed and any shares
registered in such local register shall on any future change
of owriership thereof be transferred to the Hong Kong
register, and upon such transfer tAing place the scrip for
such shares shall be delivered up and shall be cancelled
and appropriate scrip shall be issued in lieu thereof.
(6) No share - upon the principal register shall be
traiisferred to the London register riot- shall shares upon
the London register be transferred to the principal register
except with the consent of the board.
33. Any register of shareholders shall be prima facie
evidence of any matters by these regulations directed or
authorized to be inserted therein respectively, and a copy
of extracts from any such register, if certified as correct
bv the chief manager or manager of any establishment at
which such register is kept, shall be valid and sufficient
evidence ;it ' a ny court of justice of the particulars contained
in such extracts without production of any such register
itself.
Forfeiture ai~d lien.
34. (1) If any call, or any interest thereon, or any
part thereof respectively, be not paid by the person liable
to pay the saille within One 111011th after the Iii-ne fixed or
allowed for the payment of such call, then the share in
respect whereof the call ot- interest, or any part thereof,
is in arrear shall immediately after the expiration Of SLIC-11
,one month become liable to forfeiture for the benefit ol' the
ba'nk; and that, whether ot- not proceedings have been
taken to enforce such payment and whether ot, not lpa ' ynient
Of lily a11101.111t ICSS thLn the whole. debt and costs has beell
.obtained by means of such proceedings or otherwise; arid
if any share be transferred by operation of law and some
person be not within twelve months thereafter registered as
the holder thereof, the. share shall immediately after the
expiration of such twelve months become liable to forfelture
by the board for the benefit of the bank.
(2) Shan,s may also be forfel(ed in the events stated
in paragraph (5) of regulation io.
35. The forfeiture of a share shall not, unless the
board otherwise orders, OpCr.'11C aS '111 CXI]Ilb-LliSililICIlt Or
satisfaction of the liability of any person lo pay any call,
or interest tliereon, payable upon such share at the tlinle
of the forfeiture thereof being - declared, or an),- _ expenses
incurred in respect of such share.
36. In every case in which any share is under these
regulations liable to forfeiture, lhe board rnay pass a resolu-
tion declaring such share forfeited arid iminedialely there-
upon such share and all rights and interests in respect
thereof, including any dividends accrued in respect of such
share, arid all subsequently accrued dividends thereon, and
all rights, powers, privileges and advantages incidental to
such share, shall be forfeited to the bank ; and all ri-lits
claims arid demands whatsoever against the bank for or in
respect of or in relation to the share ot. dividends so for-
feited shall unless the board otherwise deternlines be
absolutely extinguished for the benefit of the bank; and the
rights of voting, and all other rights and powers incidental
to the share, shall remain in suspense ot- abeyance until
the share be sold, reallotted or otherwise disposed of by
the board for the benefit of the bank, or be restored to
the defatilter or ,.-,oiiie person clain-iing under him as pro-
vided by I-C9u];AtiOn V.
37. XAThen any share flas been so forfeited notice of
the resolution shall be given to the shareholder in whose
nanie it stood ininiediately -prior to the forfeiture, andan
entry of [lie forfeiture, with the date thereof, shall forth-
with be niade in the register.
38. If any person from whorn any call 01, interest
thereon or any part thereof is due, and whose share has
been declared forfeited for non-payment thereof, shows to
the satisfaction of the board that he is unable to paythe
W1101C an-101-111t then remaining due frorn hirn in respect of
such call ot- interest, the board may accept from him such
sum by way of composition for and in lieu of the whole
aniount so then due from hini as the board may determine;
and upon the payrnent of such composition may discharge
him from all claims arid demands whatsoever then rernain-
in- due in respect of such call and interest; but no such
composition shall be accepted from any person while lie
continues a shareholder in his own right in respect of any
share besides the share so forfeited, or shall give hirn ~any
claim to or in respect of the share so forfeited.
39. Any share so forfeited shall be the property of the
bank and the board may sell, reallot arid otherwise dispose
of the same in such manner as it thinks fit.
40. The board may, at any time before ally share so
forfeited has been sold, reallotted or otherwise disposed of,
annul the forfeiture thereof and restore the same to the
defaulter or some person claiming under him upon such
conditions as it thinks fit.
41. The forfeiture of a share shall involve the extinc-
tion at the time of the forfeiture of all interest in and all
claims and demands against the bank in respect of the
share and all other rights incident to the share, as between
the sliareliolder whose share has been forfeited and all
persons claiming through such shareholder and the bank.
42. The bank shall have a first and paramount lien
upon all the shares registered in the nanie of any share-
b.
holder (whether solely or jointly with others) and upon the
proceeds of sale thereof, for his debts, liabilities and
engagements, solely or jointly with any other person, to
or with the bank, whether the period for the paYinent,
fulfilment or discharge thereof has actually arrived or not;,
and such lien shall extend to all dividends from tinle to
time declared in respect of such shares and to all niones,s
paid in advance of calls thereon. Unless otherwise agreed
the registration of a transfer of shares shall operate as a
waiver of the bank's lien (if aii.\7) on such shares.
43. For the purpose of enforcing such lien the board
may sell the shares subject thereto in such manner as it
thinks fit; but no sale shall be made until s(ich time as
the moneys are presently payable.
44. The net proceeds of any sale rnade after forfeiture
or for enforcing a lien, and any such 'dividends, shall be
applied in or towards satisfaction of the debts, liabilities
and engagements aforesaid, and the residne (if an ' y) shall
be paid to such shareholder, fliS CXCCUtOrS, administrators
or assigns or successors or to the person (if any) entitled
by transmission to the shares.
45. (1) I.Tpon any sale after forfeiture or for enforcillg
9 lien in purported exercise of the powers hereinbefore
given, the board or the manager of any, establishment at
which a register is kept may, after the execution of a docu-
nient of transfer from the bank to the purchaser has been
executed by the bank as transferor and by the purchaser
as transferee, cause the purchaser's name to be entered, in
respect of the shares sold, in that register in which ' the
shares sold are entered, and the purchaser sliall riot bc
bound to see to the regularity of the proceedings or to
the application of the purchase rnoney, and after his nanie
has ' been entered in the register aforesaid in respect of such
shares the validity of the sale shall not be impeached by
any person and the remedy (if any) of my person aggrieved
by the sale shall be in damages only and against the bank
exclusively.
(2) Any such purchaser shall not (unless by express
agreement) become entitled to any of the dividends accrued
or which might have accrued upon the shares before the
time of completing his purchase and shall not (unless by
express agreement) be liable to pay any call payable in
respect of the shares before the time of his agreement to
purchase thern.
Transfer and transmission of shares.
46. The bank shall keep at its head office and at an),
establisliment where a local register of shares is kept., books
to bc called 'registers of transfers', and therein shall res-
peciively be fairly and distinctly entered particulars of every
transfer or transmission of any share on those respective
registers.
47. The shareholders registers and the registers of
transfers, kept at the head office and at any establishment
where local registers are kept, may be closed from tirne to
time during such time as the board thinks fit not exceeding
in the whole forty days in each year. Any such closing
shall be notified once at leasi by advertiserrient in an
English daily newspaper printed and circulating in the
place where such closing takes place.
48. The board may, in its discretion and without
assigniii- any reason therefor, refuse to register the transfer
of ally share to any person of whorn it does not approve
-is transferee, ol-- whilst the shareholder making the same
is, either alone or jointly with any other person, indebted
to the bank on any account whatsoever. The board may
also refuse to register any transfer of shares on which the
ban],. has a lien ; and the board shall also be entitled with-
out assigning any specific reason therefor to refuse to
register any transfer of shares made to a corporation, sole
or aggregate, or to a firm or to a limited partnership or
to any person, firm or corporation holding shares in trust
b
or otherwise than in his or their own right, whether already
a shareholder or not.
49. No shareholder shall be entitled to transfer a share
after a call is made thereon, until the call or calls made
on that share, and all other calls (if any) due on every
other share held by him, and all interest (if any), and all
costs and expenses (if any) in respect thereof be paid.
50. The executors or administrators of a deceased
shareholder (not being one of several joint holders) shall
be the only persons recognized by the bank as having any
title to the shares registered in the name of such share-
holder, and in. case of the death of any one or niore of
thr jo' lit registered holders of any shares the survivors shall
be the only persons recognized by the bank as having any
title to or interest in such shares.
51. Any person, becoming or claiming- to be entitled
to shares in consequence of the death or bankruptcy of
any shareholder or by any lawful, means other than by
transfer in accordance with these regulations, shall not have
any claim_upon the bank in respect of any such- shares or
of any dividend in respect of the same but may, upon such
evidence of title being produced as may from time to tillic
be required by the board and with the consent of the board
(which it shall not be under any obligation to give), be
registered as a shareholder in respect of stich shares or may,
with the like consent, elect to have some person nominated
by him and approved by the board registered as transferee
of such shareg. This regulation is hereinafter referred to
as the transmission clause.
52. The board may from time to time depute some
person or persons, whether joinlly or sever.ally, to approve
of or refuse to register ol- to deal with transfers ol. trans-
missions on any local register and to direct tile registra-
tion of approved transfers or transmissions in any such
register, and such person or persons may, in respect of
transfers or transmissions or other entries proposed to be
so registered, exercise all the powers of the board in the
same manner and to the same extent and effect as If the
board was actually present and was exercisin- the same.
53. (1) Shares in the bank shall be transferred only
by such instrument and in SLICII form as shall from tinle
to time bc approved by the board and shall be by instru-
ment in writing. Such instrument shall contain ,ill under-
taking by the transferee of every share thereby transferred
to perform and observe all the duties and obligations of a
shareholder in respect of such share in accordance with the
provisions of the Ordinance and regulations. The instru-
ment of transfer of ar;v share shall, unless and until other-
wise prescribed by the board, be in the form contained in
AppendiX 2 Or to Ilic like effect.
(2) The instrument of transfer of any share shall be
signed by both the transferor and transferee but need not
be signed on behalf of the bank, and the transferor shall
be deemed to remain the holder of such shares until the
narne of the transferee is entered in the appropriate register
in respect thereof.
(3) Every instrument of transfer shall be left with the
bank for registration in that: one of the registers in which
the shares are entered, accompanied by the certificate of
the shares to be transferred and such other evidence as the
board or the deputed person or persons referred to in regula-
tiOn 52 ina ' v require to prove the title of the transferor or
his right to transfer the shares.
(4) A fee not exceeding the sum of two dollars or its
equivalent in local currency, together with the stamp duty,
if any, shall be payable ~o the bank in respect of every
new certificate issued whether consequent on a transfer or
transmission or on the splitting up of an existing certi-
ll'lcate and sli-111, if required by the board or by the person
or persons referred to in regulation 52, be paid before the
issue of the new_certificate.
54. VVIien the instrument of transfer bas been so
registered the transferee shall be and be deemed a share-
holder and. shall from the date of such registration be
entitled to the san-le privileges and advantages, and lie and
his executors, administrators, assigns or successors shall be
subject to the saine l~iabilitics, in respect of the shares as
the shareholder fron-i whorn lie derived his title.
55. Upon every transfer or transmission of shares the
existing certificate shail be given up to be cancelled, and
shall forthwith be cancelled accordingly, and a new certi-
ficate shall be issued to the new shareholder in respect of
the shares transferred or transmitted to such new sliare-
holder and if any of the shares included in t he certificate
so given tip is retained by a transferor a new certificate in
respect thereof shall be issued to him.
56. The bank shall ret,-.t~n every instrument of transfer
of its shares.
Proceedings at general meetings.
57. An' annual general, meeting of the shareholders
shall. be held once in every year at such time and place
as may bc prescribed by the board, and unless and until
otherwise prescribed as aforesaid such meeting shall be
held in the month of February in every year.
.If for any reason it is impracticable to call such meeting
at such time and place and in the manner in which such
meeting may be called or-to conduct such rriecting in the
manner prescribed in these regulations the Governor may of
his own motion or on the application of the chief manager
or of any shareholder who would be entitled to ,,ote at the
meeting order a meeting of the shareholders to be called,
held and conducted at such time and place and in such
manner as he may think fit and where any such order is
made may give such ancillary or consequential directions
as lie may think expedient and any meeting called held
and conducted in accordance with any such order shall for
all purposes be deemed to be an annual general meeting
of the shareholders duly called held and conducted.
58. The annual general meeting referred to in regulation
57 shall be called the ordinary yearly general meeting. All
other meetings of shareholders shall be called extraordinary
general meetings.
59. The board may at any time it thinks proper and
shall on the requisition in writing of not less than twenty
shareholders, holding in the aggregate not less than one-
tenth of the issued capital of the bank upon which all calls
or other sums then due have been paid and having been
such holders during not less than three months prior to the
date of such requisition, forthwith proceed to convene an
extraordinary general meeting of the bank; and in case of
any such requisition the following provisions shall have
effect-
(a)the requisition must state the objects of the meet-
ing and must be signed by the requisitionists and
deposited at the head office, and may consist of
several documents in like form, each signed by one
or more requisitionists;
(b)in case th-C -board -fails- to conve-ne an- extraordinary
general meeting to be held within twenty-one days
after such requisition has been deposited, the
requisitionists or a majority of them in value may
themselves convene the meeting for the purpose so
specified but not for any other purpose; but any
meeting so convened shall not be held after three
months from the date of such deposit;
(c)any meeting convened under this regulation by the
requisitionists as aforesaid shall be convened in the
same manner, as nearly as possible, as that in
which meetings are to be convened by the board.
60. A resolution shall be an extraordinary resolution
when it has been passed by a majority of not less than three-
fourths of such shareholders as, being entitled so to do, vote
in person or, where proxies are allowed, by proxy, at a
general meeting of which notice specifying the intention to
propose the resolution as an extraordinary resolution has
been duly given.
61. A resolution shall be a special resolution when it
has been passed by such a majority as is required for the
passing of an extraordinary resolution and at a general
meeting, of which not less' than twenty-one days' notice
specifying tile intention to propose the reso ' lution as a special
resolution has been duly given : Provided that, if all the
members entitled to attend and vote at any meeting so agree,
a resolution may be proposed and passed as a special resolu-
tion at a meeting of which less than twenty-one days' notice
has been given.
62. Ten days' notice (except as provided for in the
preceding regulation and except for an adjourned meeting
as provided for in regulations 66 and 67) to the sliarelio!ders
of everY meeting specifying the place, day and hour of
meeting, and in case of special business specifying also the
general nature of such business, shall be given by advertise-
ment in one or more daily newspapers printed and circulating
in the Colony.
63. The business of an ordinary yearly general meeting
shall be to receive and consider the profit and loss account,
the balance sheet and the reports of the directors and of the
auditors, to elect directors in the place of those retiring by
rotation or otherwise and auditors, to sanction dividends
and to transact any other business which under these regula-
tions ought to be transacted at an ordinary yearly general
meeting., All other business transacted at an ordinary
yearly general meeting and all business transacted at any
extraordinary general meeting shall be deemed special.
64. Thirty shareholders personally present shall be a
quorum for the purpose of transacting all the- ordinary- busi-
ness of an ordinary yearly general meeting as mentioned
in regulation 63 and also for the purpose of transacting
special business at an ordinary yearly general meeting and
at all extraordinary general meetings of the bank., No
business shall be transacted at any general meeting unless
the requisite quorum is present at the commencement of
the business.
65. (1) The chairman of the board, or in his absence
the deputy chairman of the board, shall take the chair at
every general meeting or if there be no such chairman or
deputy chairman, or if at any general meeting the chairman
or deputy chairman is not present within fifteen minutes
after the time appointed for holding such meeting, the share-
holders present shall choose another director as chairman,
and if no director be present or if all the directors present
decline to take the chair, or if the chairman chosen retires
from the chair, then the shareholders present in person and
entitled to vote shall choose one of their own number to be
chairman.
(2) While the chair is vacant no business shall bc
transacted or discussed at any general meeting, save the
appointment of a chairman or the adjournment of the
meeting.
66. If -%,vitliin half an hour from the time appointed for
the meeting a quoruin is not present, the meeting, if con-
vened by or upon any such requisition as aforesaid, shall be
dissolved; but in any other case it shall stand adjourned to
such day and at such time and place as shall be decided by
the chairman, and if at such adjourned meeting a quorum
be not present those sh arch old ers who are present shall be
a quorum and may transact the- business for which the-meet-
ing was called.
67. Subject to the provisions of regulation 66 the chair-
rnan of a general meeting may with the consent of the meet-
ing adjourn the same from time to time and from place to
place; but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting
frorn which the adjournment took place.
68. Every question submitted to a meeting shall be
decided in the first instance by a show of hands of the share-
holders present in person and entitled to vote. In case
of an equality of votes the chairman shall, both on a show
of liands and at the poll, have a second or casting vote in
addition to the vote or votes to which he may be entitled
as a shareholder.
69. At any general meeting, unless a poll is demanded
by at least one-fifth in number of the shareholders personally
present and entitl ' ed to vote, a declaration by the chairman
that a resolution has been carried or carried by a particular
majority, or lost, or not carried by a particular majority,
slia)l be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or
against such resolution.
70. If a poll is demanded as aforesaid it shall b e taken
in such manner and at such time and place as the chairman
of the meeting directs and either at once or after an interval
or adjournment or otherwise, and the result of the poll shall
be deemed to be the resolution of the meeting at which the
poll was demanded. The demand for a poll may be with-
drawn.
71. Any poll duly demanded on the election of a chair-
man of a meeting or on any question of adjournment shall
be taken at the meeting and -without adjournment.
72. The demand for a poll shall not prevent the con-
tinuance of a meeting for the transaction of any business
other than the question on which a poll has been demanded.
Votes of shareholders.
73. On a show of hands every shareholder p ersonally
present, holding five shares or more, shall have one vote.
In case of a poll every shareholder holding five shares shall
have one vote for the first five shares and one vote for every
twenty shares over and above the first five shares.
74. Where there are joint registered holders of any
share, that one of the said persons so present in person
or-by proxy, whose name stands-first on the shareholders
registers in respect of such share, shall alone be entitled
to vote in respect thereof either in person or by proxy.
Several executors or administrators of a deceased shareholder
in whose name any share stands shall for the purposes of
this regulation be deemed joint holders thereof.
75. Votes may be given either personally or by proxy.
76. The instrument appointing a proxy and the power
of attorney (if any) under which it is signed and any power
of attorney under which any shareholder claims to vote for
an absent shareholder or acts as attorney for an absent
shareholder shall be deposited at the head office not less than
forty-eight hours before the time for holding the meeting
or adjourned meeting or poll, as the case may be, at which
the person named in such instrument proposes to vote;
otherwise the person so named shall not be entitled to vote
in respect thereof. No instrument appointing a proxy shall
be valid after the expiration of twelve months from the date
of its execution.
77. The instrument appointing a proxy shall be in
writing under the hand of the appointor or of his attorney.
No person shall be appointed a proxy who is not a share-
holder of the bank and qualified and entitled to vote.
78. Every instrument of proxy shall, as nearly as cir-
cumstances admit, be in the form specified in Appendix 3
or in such other. form as the board may from time to time
approve.
79. A book to be called the 'register of proxies' shall
be kept at the head office under the superintendence of the
board-and -an entry shall be made therein- of every appoint-
ment of a proxy, but such entry shall not be a condition
precedent to the Lise by a shareholder of a proxy in con-
forinity with these regulations.
80. Any shareholder whose address on the shareholders
registers is not in the Colony shall be entitled to appoint
by power of attorney some person who is a shareholder
having an address within the Colony to act as his attorney.
for the purpose of attending meetings and voting thereat,
but no vote can be given at any meeting under a.power of
attorney unless such power has been deposited with the
b~inl~, together with a written notice from the attorney giving
his address in, the Colony, not less than forfy-eight hours
before the time of the holding of the meeting at which it
is proposed to act under such power of attorney. Any such
attorney shall be entitled to attend any meeting of the bank
held during the continuance of his appointment and (subject
to the restrictions specified in regulation 81) to vote thereat
in respect of the said shares, such vote to be exercised either
personally or by proxy appointed by the attorney in
accordance with these regulations.
81. No shareholder shall be entitled to be present or
to vote on any question, either personally or by proxy or
as. proxy for or attorney for another shareholder, at any
general meeting or upon a poll, or be reckoned in a quorum,
whilst any call or other sum is due and payable to the bank
in respect of any of the shares of such shareholder or in
respect of which such person may be entitled to vote, and
no person shall be entitled to be present or vote at any
meeting in person or by proxy in respect of.any shares that
lie has acquired by transfer, unless lie has been registered
in respect of such shares for at least three months previously
to the meeting at which he proposes to be present or vote.
82. A vote given. in accordance with the terms of an instrument of
proxy or of a power of attorney shall be valid notwithstanding the
previous death of the principal or the revocation of the proxy or power
of attorney or the transfer of the share in respect of which the vote is
given, provided that no express notice in writing of the death,
revocation or transfer has been received by the bank at the head office
before the meeting at which such vote is given.
il,Iiibutes of general
83. (1) The board shall cause minutes to be duly entered in books
provided for the purpose of all resolutions and proceedings of general
meetings, which minutes shall be signed by the chairman.
(2) The proceedings of any general meeting shall not be impea
ched by reason of such meeting or the business recorded-or transacted
thereat not-having been notified-or having been in any respect
insufficiently or improperly notified to the shareholders, or by reason
that any person present at such meeting or voting upon any question
was not entitled to be present thereat or to vote thereon, or on any
ground of objection to the constitution or mode of conducting such
meeting or as to the irregularity or impropriety of any proceedings
appearing upon such record.
(3) Every entry in the general meetings minute book, purporting to
be the record of the proceedings of any general meeting and to be so
signed, shall be acknowledged and received by and between the
shareholders and their representatives as evidence that the
proceedings so recorded did virtually take place at the meeting at
which by such record they are stated to have taken place, and that the
person or number of persons therein stated to have attended the
meeting did in fact attend and were qualified and entitled to attend and
act as shareholders thereat, and that the persofis therein stated to have
voted or whose votes are therein recorded as given upon any question
were entitled to vote and did actually vote thereon and in the manner
therein appearing: and that the person whose name appears on such
record as being the chairman of the meeting, or the chairman of the
meeting at which the record was signed, was
qualified to preside and did duly preside as chairman thereat
and duly subscribed the record.
(4) Every general meeting which, by any such record
so entered and purporting to be so signed, is stated or
appears to have been field shall, unless the contrary appears
on the record, be treated and recognized by all the share-
holders and their representatives as having been duly
convened and held in accordance with these -regulations, and
the proceedings of every general meeting from time to time
so recorded shall unless the contrary appears on the record
be treated, recognized and acted on by all the shareholders
and their representatives as having been regular and proper
in all respects.
(5) Every order, motion or resolution which appears
recorded as part of such proceedings, and notwithstanding
it be impeachable on any ground whatever, shall so long as
such order, motion or resolution subsists unrescinded be
treated, recognized and acted on as valid and binding on
all the shareholders and their representatives and as a
sufficient authority for all acts and proceedings in conformity
therewith.
(6) The general meetings minute books shall be kept at
the head office and shall, subject to conditions laid down
by the board, be open to the inspection of shareholders.
I'he board of directors.
84. Unless -and until otherwise determined by a general
rneeting, the number of directors shall not be less than five
nor more than twelve.
85. 'The board may fill any vacancy among the directors
occurring for any reason other than that of retirement by
rotation, and may add to the number of directors up to the
maximum prescribed by regulation 84.
86. (1) Save as provided in regulation 87 herein and
unless and until the qualification of the directors be other-
wise determined by a general meeting, the qualification of
a director shall be the holding in his own right alone and
not jointly with any other party of not less than twenty-five
shares in the bank. No person shall be eligible for appoint-
ment as a director unless he holds such qualification :
Provided always that all acts done by any person assuming
to be a director shall, notwithstanding his being improperly
elected , or his being disqualified or his ceasing to be
qualified, be as valid and effectual, both against and in
favour of the bank and all other parties (but not in favour
of himself), as if he were duly elected and qualified.
(2) A person ceasing to be a director from disqualifica-
tion for want of shares shall not, merely on that -account be
ineligible for re-election on again becoming qualified, and a
person ceasing to be a director for absence shall not merely
on that account be ineligible for re-election-
87. The continuin g directors may act notwithstanding
any vacancy in their body ; but so that if the number of
directors falls below the minimum above fixed the continu-
ing directors shall not, except for the purpose -of fillin-
vacancies, act so long as the number is below the minimum.
In the event of there being no directors present in the
Colony or of the number of directors having fallen below
the minimum and it being impracticable to fill the vacancies
in the manner prescribed in these regulations, the Governor
either of his own motion or on the application of the chief
manager or of any twenty shareholders who would be en-
titled to vote at any general meeting may in the place of
any persons who are deemed to have vacated the office of
director appoint such persons as he may think fit to hold
office as directors until the conclusion of the next following
ordinary yearly general meeting of the shareholders. Such
persons so appointed as directors may act until the conc.lu-
sion of such ordinary yearly general meeting without acquir-
ing the qualification prescribed in regulation 86 and shall be
eligible for re-election at such meeting.
88. The board shall be paid out of the funds of the
bank in each year by way of remuneration for its services
such sum as a general meeting may from time to tinie deter-
mine, and such remuneration (subject to any special direc-
tions of a general meeting) shall be divijed among the
directors in such proportions and in such manner as they
may from time to time determine.
89. The office of director shall ipso facto be vacated by
any person-
(a)if he becomes bankrupt or has a receiving order
made against him or suspends payment or com-
pounds with his creditors;
(b)if he becomes a lunatic or of unsound mind, or if
all the other directors unanimously resolve that he
is physically or-mentally incapable of performing
the functions of a director;
(c)if lie ceases to hold 'the required number of shares
to qualify him for office;
(d)if he has absented himself (such absence not being
with leave from the board or on the affairs of the
ban k) from the meetings of the board for three
months in succession and the board has resolved,
that his office be vacated
(e)if by one month's notice in writing to the bank,
sent to the head office, he states his intention to
resign his office. Such jesignation shall take effect
upon the expiration of such notice, or its earlier
.acceptance by the board ;
if he or his firm or any partner therein or represen-
tative thereof acts (otherwise than with the consent
of the board) either directly or indirectly as a direc-
tor, managing director, manager or partner of any
corporation, company, partnership or body of
persons carrying on business which competes with
that carried on by the bank. Such consent must
be evidenced by writing signed by the chief
manager pursuant to a resolution of the board and
may be at any time withdrawn by the board without
previous notice;
(g)by the passing of an extraordinary resolution for
his removal under regulation 96;
(h)if not being the chief manager or the acting chief
manager for the time being of the bank he accepts
or holds any other office under the bank.
90. No director shall be disqualified by his office from
entering into a contract or arrangement with the bank, either
as a vendor, purchaser, agent, broker or otherwise and
either personally or by or through any firm, company or
corporation in which he may be a partner or shareholder, or
from being otherwise interested in any business or transae-
tion in which the bank is interested; and no such contract
or arrangement, or any contract or arrangement entered into
by oron behalf of the bank with any firm, company or cor-
poration of or in which any director is a nieniber or otlier-
wise interested, shall be avoided, nor shall any director so
contracting or being so interested be liable to account to
the bank for any profit realized by any stich coninict, ar-
rangement, business or transaction, by reason of such director
holding the office of director or of the fiduciary relation
thereby established ; but any director so contracting or being
so interested as aforesaid shall disclose, it the rneetin- of
the board at which the contract, <arrangement, business or
transaction is determined on, the nature of his interest, if
it then exists, or in any other case ' at the first rneeting of
the board after the acquisition of his interest. A director
shall not as a director vote in respect of any contract, ar-
rangement; -business or tratisaction - in which -he- is sO
interested as aforesaid and if lie does so vote his vote shall
not be counted; but this prohibition shall not apply to any
contract by or on behalf of the bank to give to the directors
or any of them any security for advances or by way of
indi~mnit), or to a settlement or set-off of cross-claims, and it
may at any time or times be Suspended or relaxed to any
extent by a general meeting. A general notice that a
director is a member of any specified firm, company or cor-
poration and is to be regarded as interested in any contract,
arrangement, business or transaction with such firm, company
or corporation shall be sufficient disclosure under this regula-
tion and after such general notice it shall not be necessary,
to give any special notices relating to any particular con-
tract, arrangement, business or transaction with such firm,
company or corporation as aforesaid, or otherwise as to the
interest of such director.
Rotatio,n of directors.
91. At the ordinary yearly general meeting to be held
in each year three of the directors shall retire frorn office.
92. The directors to retire under regulation oi shall
be the three who have been longest in office since their last
election. As between directors of equal time in office the
directors to retire shall (unTess such directors agree among
themselves) be selected from among them by lot. The
len-th of 'time a director has been in office shall be computed
from his last election or appointment whichever is earlier in
date.
93. The shareholders at any general meeting at which
any directors retircin manner - aforesaid - sh - all fi - 1 - 1 the vacated
offices by electing a like nLilliber of persons to be directors
,nnd without notice in that behalf may fill any other
,,.icancies; but if from any cause such election he not had
or be not completed, at that meeting it may be had or com-
pleted at an extraordinary general meeting.
94. Every director retiring by rotation shall continue to
hold oFice until the termination of the meeting at which
his successor is elected, and shall be eligible for re-election.
95. The shareliolders may from time to time in general
niccting increase or reduce the number of directors and may
alter their qualification and remuneration and may also
determine in what rotation such increased o~ reduced number
is to go out of office.
96. The shareholders may by extraordinary resolution
rciilo\.c any director before the expiration of his period of
office and may appoint another qualified person in his stead.
The person so appointed shall hold office so long only as
the director in whose place he is appointed would have held
the same if he had not been removed.
97. Subject to the provisions of regulation 96, no
person, not bein a. retiring director, sliall, unless recom-
mended by the board for election, be eligible for election to
the office of director at the general meeting unless he or
sonic shareholder (duly qualified to be present and vote at
the rneeting for which such notice is given) intending to
propose h i m has at least fourteen days before the meeting
left at the head office a notice in kvriting duly signed and
addressed to the chief manager, signifying his candidature
for the office or the intention of such shareholder to propose
hirn, as the case may be.
Proceedings of the board.
98. (1) A board meeting shall be convened by the chief
manager by written notice and shall be held as often as the
board considers that the purposes of the bank require, or at
any time upon requisition of two of - the directors who shall
specify in writing to the chief manager the purpose for which
they require the meetino to be held; which purpose shall
be communicated by the chief manager to the other directors
in the notice convening such special meeting. It shall not
be necessary to give notice of a meeting of the board to a
director who is not within the Colony.
(2) Subject to paragraph (i), the board shall be con-
vened or adjourned in such manner and af such tirne or
place and subject to such notice of the business to be trans-
acted thereat as the board may from time to time determine.
99. The board may determine the quorum necessary for
the transaction -of-business._ Untif.it offierwise determines,
three directors shall be a quorum.
100. A. director who is interested is to be counted in a
quorum notwithstanding his interest. His right of voting
is limited by regulation go.
101. Questions arising at any meeting of the board shall
be decided by a majority of votes and in case of an equality
of votes the chairman shall have a second or casting vote.
102. The board shall from time to tirric elect one of its
members to be the chairman and may, if they think fit, from
time to time elect another of its members to be the deputy
chairman of the board and shall determine the period for
which they are respectively to hold office, and each of thern
shall continue in office until another is elected in his stead;
it being the intention of these regulations that the duration
of office of the chairman and deputy chairman shall be
wholly in the discretion of the board.
103. The chairman, or in his absence the deputy chair-
man, shall preside at every meeting of the board but if both
be absent or there be no chairman or deputy chairman, or
if at any meeting the chairman or deputy chairman be not
present within ten minutes after the tirne appointed for
holding the niecting, the directors present shall elect one
of their number to be chairman of such meeting, and the
director so elected shall preside at such meeting accordingly.
104. Any meeting of the board at which a quorum is
present sliall (subject to the provisions of regulation 87) be
competent to exercise all or any of the authorities powers
and discretionsfor the time being vested in or exercisable
by the board.
105. The board may from time to time delegate all or
any of its powers except the power to make calls on share-
holders to a coninfittee or committees of the board consist-
ing of such member or members of its body as it thinks fit
and may from time to time. revoke such delegation or revoke
the appointment of and discharge any such committee either
wholly or in part and either as to persons or purposes, and
may tuthorize any such committee to us * e the common seal.
Any, committee so formed shall in the exercise of the powers
so delegated conform to any instructions that may from
tit-ne to tirne be given to it by the board.
106. The niectings and proceedings of any such com-
mittee shall be governed by the provisions contained in these
I-CgUlations for regulating the meetings and proceedings of
the board so far as the same are applicable thereto and are
not superseded by any instructions given by the board
under regulation io5.
107. All acts done at any meeting of the board, or of a
committee of the board, or by any person acting as a
director or mernber of a committee, shall, notwithstanding
that it mav afterward-s be discovered that there was some
defect in le appointment of any such director or person
acting as aforesaid or that he was or all such directors or
persons were disqualified, be as valid as if every such
director or person had been duly appointed and was qualified
to be a director or member of such committee.
Powers of the board.
108. Subject to the provisions of regulation ioS, para-
graph (to) of regulation iog, regulations 117 and iiS the
board shall in addition to the powers, authorities and dis-
icretions by the Ordinance and by these regulations expressly
conferred upon it have the' entire . management of and
superintendence over the business and affairs of the bank, .and in
every case not provided for or not adequately provided for by the
Ordinance or by these regulations shall have full power to regulate its
own procedure and the mode of conducting the business of the bank,
and the board, in addition to the powers and authorities by the
Ordinance and by these regulations expressly conferred upon it, may
exercise all such powers, give all such consents, make all such
arrangements and generally do all such acts and things as may be
exercised or done by the bank and are riot by the Ordinance or by
these i-e~ulations directed or required to be exercised or done by the
shareholders in g~neral meeting, but subject nevertheless to the
provisions of the Ordinance and of these regulations.
109. Without prejudice to the general powers, - and- to-the
--other--powers, authorities 111nd --dis-e-r-etio--ii-s-,--coj-ifei-i-ed by
or
implied in these regulations, it is hereby expressly declared
that it shall be lawful for the board to do a) - 1 acts and things
necessary to accomplish all or any of the objects set forth
in regulation 3, and by way of addition and riot of limitation
to do all or any of the following things-
(i) to purchase or otherwise acqLfire for the bank property,
concessions, franchises, charters, 13ntents, nionopolies, rights or
privileges which the bank is authorized to acquire, at such price and
generally on such ternis and conditions as the board thinks fit;
(2) at its discretion to pay for any property, concessions,
franchises, charters, patents, monopolies, rights, or privileges
acquired by, or services rendered to, the bank either wholly
or partially in cash or in shares, bonds, debentures or oilier
securities of the bank ; and any stich shares inay be isslied
either as fully paid up or with such arnount credited as paid
up thereon as may be agreed upon ; and in),, such bond's,
debentures or other securities may be either specifica 11 ' y
charged upon all or any part of the property of the bank
and its uncalled capital, or not so charged
(3) to secure the fulfilment. of any contr,'icts or engagemerits
entered into by the bank by mortgage or charge of all
or any of the property of the bank and its uncalled capital for the time.
being, or in such other manner as the board may think fit.
(4) to accept from any shareholder, on such terms and t conditions
as may be agreed, a surrender of his shares or
stock ot, any part thereof;
(5) to invest and deal-with-any moneys of the bank not
imediately, required for the purposes thereof upon such securities and
investments (not being shares in the bank) and in such manner as the.
board may think fit, and from time to time to vary or realize such
securities and investments ;
(6) to provide for the head office and the other establishments of
the bank in all parts of the world, and for the bank's chief manager,
managers or other employees, such houses and premises as the board
thinks suitable, and to permit the same or such parts thereof as the
board thinks proper to be used as residences or offices of. any of the
officers and employees of the bank and also generally to purchase, take
on 'tease or otherwise acquire any lands, buildings, or premises,
property, rights, privileges or things for all or any of the purposes of
the bank ot- which it may be deemed convenient to acquire and hold for
ot- in connexion with any such purposes at such prices whether of a
pecuniary nature or not and orencrally on such terms and conditions
as the board thinks fit;
(7) to appoint, and at its discretion. remove or suspend, any chief
manager, managers, inspectors, sub-managers, agents, sub-agents,
chief accountant, accountants, subaccountants, compradors, shroffs,
officers, clerks and servants for permanent, temporary or special
services, as the board may from time to time think fit, and to invest him
or them with such powers and duties as the board may think expedient,
and to determine their duties and to fix'their salaries or emoluments, and
to require and take security in such instances and to such amount as
the board may think fit;
(8) to appoint and send to any place where the business of the
bank is authorized to be carried on one or more of the directors, with
such powers of inspection, control and regulation of the business or
affairs of the and such other powers, and with such instructions and
subject to such con
ditions and restrictions, as the board thinks fit, and to allow
such remuneration as the board thinks fit, arid to revoke or
suspend any such appointment;
. (9) to appoint and send either temporarily or per-
manently to any such place as aforesaid any officers or
servants of the bank, in any capacity which the board thinks
expedient, for any of the business or affairs of the bank, and
to allow them such remuneration as it thinks fit, and to
revoke or suspend any such appointment
(to) to delegate to any such directors, or officers or
servants of the bank respectively any of the powers of the
board by a power of attorney or deed under seal, and to invest
them respectively with any such powers as the board in its
discretion thinks expedient for the due conduct, management
and regulation of any of the business or affairs of the bank ;
(i i) to appoint any per son or persons (whether incor-
porated or not) to.accept. and hold-Tri t--r-u-s-t--f'or --- the bank any
property or assets belonging to the bank or in which it is
interested, or for any other purposes, and to execute and
do all such deeds and things as may be requisite in relation
to any such trust, and to provide for the remuneration of
such trustee or trustees;
(12) to institute, conduct, defend, compromise or
abandon any legal or other proceedings or claims by, or
against the bank or its officers or servants, or other~vise
concerning.the affairs of the bank, and also to compound
and allow tinie for payment or satisfaction of any debts due
and of any claims or demands by or against the bank;
(13) to refer any claims or demands by or against the
bank to arbitration, and to observe and perform the awards;
(14) to determine who shall make proofs of debt and
otherwise act on behalf of the. bank in cases of bankruptcies
and insolvencies arid windings-up of companies or other
administrations of assets; in default of such determination
the local manager shall act;
(15) lo execute in the name and on behalf of the bank
in favour of any director or other person, who may incur or
be about to incur any personal liabifity, whether as principal
or surety, for the benefit of the bank, such mortgages,
charges and other securities of the bank's property and on
the bank's property and assets (present and future) as the
board may. think Fit; and any such instrument may contain
a power of sale and such,other power, covenants and pro-
visions as may be agreed on
b
(16) to give to an), chief manager, director or officer or
-other person employed by the bank a- commission on the
profits of any particular business or transaction, or a share
in the general profits of the bank, such commission or share
of profits to be treated as part of the working expenses of
the bank, and to pay commission and make allowance to any
person introducing business to the bank or otherwise
promoting the interests thereof;
(17) to provide sufficient and proper books distinguished
by such names as the directors shall prescribe, which shall
be kept under the superintendence of the directors, in which
full and sufficient entries shall be made of all payments,
liabilities, receipts and credits of or on account of the bank
and its customers, and all matters properly the subject of
debt and credit, account, receipt or payment, in which the'
bank may be interested, so that the financial state of the
bAnk may at all times appear in and from such books as
accurately and clearly as circumstances permit;
(jS) from time to time, if and whenever the board may
be required so to do by the Governor of the Colony, to
produce and submit to him or to such persons or officers as
lie may appoint for the purpose, for his or their inspection
or examination, the several accounts and statements which
by these regulations are required to be made and furnished
to the shareholders
(ig) from time to time, as the board may think fit, to
direct, control and provide for the receipt, custody and issue,
investment, management, remittance and expenditure of the
moneys and funds of the bank, and from time to time deter-
mine. who shall make and give receipts, releases and other
discharges for and on behalf of the bank for money payable
to the bank and for the claims and demands of the bank;
(20) from time to time to determine who shall be entitled
to accept, indorse, sign and execute on the bank's behalf bills
of exchange, promissory notes, bills of lading, dividend
warrants, debentures, receipts, acceptances, indorsements,
cheques, releases, contracts and documents;
(21) to employ such agents or brokers and other persons
as the board may think necessary for furthering the interests
of the bank and its customers,* and pay such salaries, corn-
missions or other remuneration as the board may deem
reasonable;
(22) to accept such security for the fulfilment of any
contracts or engagements entered into with the bank as the
board may think fit;
(23) in the discretion of the board, before recommend-
ing any dividend, to set aside out of the profits of the bank
such sums as the board thinks proper as a reserve, or reserve
fund or carry forward, to be added to the existing reserve or
carry forward, -and-to -apply such-sums-or any part or parts
thereof to meet contingencies or to equalize dividends, or for
special dividends or bonuses, or to repair, improve and
maintain or add to any of the property or assets of the bank,
or for such other purposes as the board may in its absolute
discretion think desirable in the interests of the bank, and
to invest the several sums so set aside upon such investments
(subject to -regulation 5) as the board may tliiiil( fit without
being liable for any loss in or depreciation of such invest-
ments, whether the same be usual or authorized investments
for trust funds or not, and from time to tirne to deal with
and vary or realize such investments and dispose of all or
any part thereof for the benefit of the bank, and to divide
the reserve or reserve funds for the tirne being into such
special funds as the board may think fit, with full power to
employ all or any part of the assets constituting any reserve
or reserve funds or carry forward in the business of the bank,
and that without being bound to keep the same separate from
the other assets;
(24) to utilize if thought fit the preiniums which may
from tirne to * time be received by the bank from the issue of
new shares for the purpose of adding to and maintaining the
reserve or reserve funds or for any other purpose which the
board thinks fit.;
(25) to enter into all such negotiations and contracts for
purchase, sale or otherwise, and rescind and vary all su'ch
contracts, execute and do all such acts, deeds and things in
the name and on behalf of the bank as the board may con-
sider expedient for or in relation to any of the matters afore-
said, or otherwise howsoever for the purposes of the bank;
(26) to sell, improve, manage, let or turn to account all
or any part or parts, of the land, houses -and-- premises,
property, rights, privileges, concessions and. things of the
bank;
(27) to lend, advance money and act as agents for any
loan and to furnish and provide deposits, guarantee funds
and guarantees and subscribe for and deal in Government
shares and loans, stocks, shares, bonds, mortgages, obliga-.
tions and securities in the manner mentioned in these
regulations.
Board minule book.
110. A book shall be provided and kept under the super-
intendence of the board; and a true and faithful record of
the proceedings at every board meeting shall. be entered
therein, and shall be read at the next board meeting as the
first business thereat after the chair is taken and, being then
found or made correct, shall be signed by the chairman
tliereat.
111. The proceedings of any board meeting so recorded
and signed shall not be impeached by reason of such board
meeting, or the business recorded as transActed thereat, not
having been notified, or having been in any respect in-
stifficiently or improperly notified to the directors; or by
reason that any director whose name appears recorded as
present thereat was not qualified; or by reason of any other
irregularity, unless the. same appears on such record.
112. Every entry in the said minute book, purporting to
be the record of the proceedings of any board meeting and
to be so signed, shall be acknowledged and received by and
between the shareholders and their representatives as prima
facie evidence that the proceedings so recorded. did actually
take place at the board meeting at which by such record they
are stated to have taken place; and that the director or
directors or number of directors therein stated to have
attended the board meeting did in fact attend and aet as a
director or directors thereat; and that the person whose name
is recorded as having been chairman was the chairman of the
board meeting at which the proceedings thereby recorded
took place, and that he was the proper person to preside and
did preside as chairman thereat; or, as the case may be,
that the persons whose names are subscribed to such record
as directors present at the board meeting were present thereat
and duly subscribed the record.
113. Every board meeting which by any such record, so
entered and purporting to be signed, is stated or appears to
have been held shall unless the contrary---appearson the
record be treated and recognized by all the shareholders and
their representatives as having been duly notified, convened
and held in accordance with the regulations concerning
board meetings, and the proceedings of every board ineeting
m time to time so recorded shall unless the contrary
appears on the record be treated, recognized and acted upon
by all the shareholders and their representatives as having
been regular and proper in all respects.
114. Every resolution which appears recorded as part of
su ch proceedings, and notwithstanding it be impeachable on
any ground whatever, shall, so long as such resolution
subsists unrescinded, be. treated, recognized and acted upon
as valid and binding on all the shareholders and their repre-
sentatives, so far as a resolution of the board can bind theni,
.and shall be sufficient authority for all act;s and proceedings
in conformity therewith, so far as the board. can authorize
the same.
Chief manager.
115. (.1) The board may from time to time appoint an~
person to be thp. chief nianager of the bank either for a fixed
term or without any limitation as to the period for which lie
is to hold such office, and may from time to time remove, or
dismiss him from office and appoint another in his place.
(2) Notwithstanding any appointment under paragraph
(i) of this regulation, the board may at any time appoint any
person to be an acting chief manager and any reference to
the chief manager in this and any other regulation shall be
deemed to include a reference to an acting chief manager.
(3) The chief manager so long as lie holds such office
shall be eligible for election as a director within the meaning
of these regulations except that if elected he* shall not be
subject to retirement by rotation and shall not be reckoned
as a director for the purpose of determining the rotation or
retirement of directors--or-in-fi-.\ing-tlie-i-ix-ifnber-of directors
to retire but subject to the provisions of any contract between
him and the board he shall be subject to the same provisions
as to resignation and removal as the other directors except
the provision under paragraph (i) of regulation 86 and lie
shall lpso facto and immediately cease to be a director if from
any cause fie ceases to hold the office of chief manager but
on ceasing to hold such office lie shall not on that account be
ineligible for election or to fill a vacancy on the board of
directors subject to the same provisions as those applying
to the directors other than the chief manager.
116. The board may enter into any contract it deems
expedient with the chief manager for a term of years or
otherwise, and as. to remuneration and commission, and
generally as it may think fit.
117. The board may from time to time entrust to and
confer upon the chief manager for the time being such of
the powers exercisable under these regulations bythe board
(other than its power to make calls on shares) as it may think
fit, and may confer such powers for such time, and tG be
exercised for such objects and purposes, and upon such terms'
and conditions and with such restrictions, as the board thinks
expedient, -and it may confer such powers collaterally with or
to the exclusion of or in substitution for all or any of the
powers of the board in that behalf, and may from time to
time revoke, withdraw, alter or vary all or any of such
powers.
Local management.
118. The following provisions shall have effect-
(a)the board may from time to time provide for the
management and transaction of the affairs of the
bank outside the Colony and in any specified locality
in such manner as it thinks fit, and the provisions
contain~d in the next following paragraphs shall be
without prejudice to the general powers conferred
by this paragraph;
(b)the committee as constituted on i7th May, 1929, in
London shall continue for as long as the board in its
discretion may think fit. The board may also
c stablish, in such places and for such length of
time as the board in its discretion may think fit,
any other committees for consultation about the
affairs of the bank outside the Colony and in any
specified locality, and may appoint any persons to
be members of such committee and may fix their
remuneration. The board may also from tinie to
time and at any time discontinue any committee or
change the personnel thereof;
(c)the board from time to time and at any time may.
delegate to any persons so appointed any of the
powers, -authorities and --- discretions---for- the tirne
being vested in the board with regard to the conduct
of the business of the bank (other than the power
to make calls), with power to sub-delegate, and may
authorize the members for the time being of any
such committee as is mentioned in paragraph (b)
or any of thein, to fill any vacancies therein and
to act notwithstanding vacancies; and any such
appointment or delegation may be made on such
terms and subject to such conditions as the board
may think fit; and the board may at any tirne
remove any meniber for the time being of any such
committee, and may annul or vary any such
appointment or delegation, but no party dealing
in good faith and without notice of such annulment
or variation shall be affected thereby;
(d)the provisions of regulation 89 except paragraph (c)
thereof shall apply mutatis mutandis to any member
of any such' committee;
(e)the board may at any time and from time to thne,
by power of attorney under seal, appoint any person
to be the attorney of the bank for such purposes and
with such powers, authorities and discretions (other
than power to make calls) and for such period and
subject to such conditions as the board may frorn
tinie to time think fit, and any such appointment may
(if the board thinks fit) be made in favour of any
director or any one or more of the shareholders or
any member of any such committee so constituted
or established as aforesaid, or in favour of any
company or of the members, directors, nominees
or managers of any company or firm, or otherwise
in favour of any fluctuating body of persons, whether
nominated directly or indirectly by the board, and
any such power of attorney may contain such powers
for the protection or convenience of persons dealing
with such attorney as the board may think fit;
any such attorney as aforesaid may be authorized
by the board to sub-delegate all or any of the
powers, authorities and discretions for the time
being vested in him.
The common seal.
119. The directors and any authorized officers of the bank
shall after i7th May, 1929, subject to the provisions of
paragraph (3) of regulation 120 continue to use the sarne
common seal as before that date.
120. (1) The common seal shall be under the charge of
the board which may from time to time give such directions
as. it thinks fit for the custody and use thereof.
(2) All deeds or instruments requiring thi common seal
of the bank shall be signed by one director and countersigned
by the chief rnanager or by such other officer of the, bank
as i-nay be authorized to do so by the board.
(3) The comman seal may from time to time be altered,
broken or destroyed and a new seal substituted by the board
as it may thirik fit.
The official seal.
121. (1) The bank shall have for use in London, and if
the board considers it expedient, at any o ' ther of its establish-
ments, an official seal, which shall be a facsimile of the
common seal with the addition on its face of the word
'London' or the name of the territory, district or place, as
the case may be, where it is to be used.
The manager or acting mariao-er of the bank for
(2) . h
the time being duly appointed by the bank in London and
in any other place where such establishment as aforesaid
is situate shall have power to affix the seal authorized to
be used at such establishment to any deed or other document
to which the bank is party.
(3) The authority of such manager or acting manager
shall as. between the bank and any, person dealing with such
manager or acting manager continue until notice of the
revocation or determination of the authority of the manager
or acting manager has been given to the person dealing
with him.
(4) The person affixing any such official-seal shall, by
writing under his hand on the deed or other document to
which such seal is affixed, certify the date and place of
affixing the same.
(5) A deed or other instrument towhich an official seal-
is duly affixed shall bind the bank and have the same effect
as if it had been scaled with the common. seal.
Capitalization of undivided profits.
122. (1) The shareholders. in general meeting may at
any time pass a resolution to the effect that it is desirable
to capitalize any sum or sums of money being part of the
undivided prQfits of the bank standing to the credit of the
bank's reserve fund or funds, and accordingly that such sum
or sums be distributed as a bonus among the shareholders
in proportion to the shares held by them respectively, and
that the board be authorized to distribute among the share-
holders any unissued shares or new shares in like proportions.
(2) When any such resolution has been passed, the
board m * ay allot and issue to shareholders, as nearly as may
be in proportion to the shares held by them respectively and
in satisfaction of the said bonus, the unissued shares or new
shares credited as paid up shares to the extent of the pro-
portionate amount payable to such shareholders in pursuance
of the said resolution, with full power to make such provisions
by the issue of fractional certificates or otherwise as it may
think expedient for the case of fractions, and prior to such
allotment the board may authorize any person on behalf of
the shareholders to enter into any agreement with the bank
providing for the allotment to them of such shares credited
as paid up shares as aforesaid, and in satisfaction as aforesaid,
and any agreement made under such authority shall be
effective.
Dividends.
123. Subject to the provisions of these regulations and
to the rights of holders of shares issued upon special con-
Z~
ditions, and to any arrangement that may be made by the
shareholders to the contrary, 'and subject as to shares not
fully paid to any special arrangement made as regards
money paid in advance of calls, the profits of the bank.for
the tin-ic being available for dividend, which it is from time
to tit-ne determined to divide in respect of any year, shall
be divided among the shareholders in proportion to the
capital paid or credited on the shares held by them respec-
tively.
124. The board may, with the sanction of the share-
holders in general meeting, declare a dividend to be paid
to the shareholders according to their rights and interest in
the profits and may fix the time for payment, and may with
the like sanction declare and pay a dividend out of any re-
serve fund and fix the time for payment thereof and may
with the like sanction declare bonuses to the bank's em-
ployees or any of them : ' Provided always that if shares
have been issued during the course of a financial year the
holder thereof shall, subject to any arrangement made by
the board to the contrary, only be entitled to have paid to
him in respect of dividends on such shares a proportionate
part of the dividends for such financial year calculated on
the proportionate part of the year from the dates on which
the calls on such shares were payable, treating such
dividends as earned rateably over the whole year or other
financial period to which the dividend relates. The board
may from time to time pay to the shareholders such interim
dividend as in its judgment the position of the bank justifies.
3 t,
125. Where capital is paid up in advance of calls upon
the footing that the same shall carry interest, such capital
shall not whilst carrying,- interest confer a right to participate
in the profits.
126. No dividend shall be payable except out of the
profits of the bank, and the declaration of the board .L-s to
the amount available for dividend shall be conclusive. Pro-
vision if any for any.loss realized or estimated or apprehend-
ed may, when thought fit, be spread over such period of
time and by such instalments as the board thinks lit.
127. No larger dividend shall be declared than is re-
commended by the board, but the shareholders in general
meeting may declare a smaller dividend or bonus.
128. No-dividend shall bear interest against the bank.
129. The directors may retain any dividends upon which
the bank has a lien, and may apply the same in or towards
satisfaction of- the- debts,- liabilities or -engagements in res-
pect of which the lien exists.
130. A transfer of shares shall not pass the right to an)
dividend declared thereon before the registration of the
transfer.
131. The directors may retain any dividend payable
upon shares in respect of which any person is tinder the
transmission clause entitled to.become a shareholder, or
which any person under that clause is entitled to transfer,
until such person becomes a shareholder in respect thereof
or duly transfers the same.
132. Dividends shall be paid in such currency and at
such rate of exchange as the board may determine.
133. Any one of several persons who are registered as
the joint holders of any shares may give effectual receipts for
all dividends and payments on account of dividends in respect
of such shares.
134. Unless otherwise directed by the board any
dividend may be paid by cheque or warrant sent through
the post to de registered address of the shareholder entitled,
or in case of joint holders to the registered address of that
one whose name stands first on the shareholders register
in respect of the joint holding, and every cheque. or warrant
so sent shall be made payable to the order of the person to
whom it is sent, and the payment of any such cheque or
warrant shall operate as a good discharge to the bank in
respect of the dividend represented thereby, notwithstanding_
that it may subsequently appear that the same was stolen or
that the indorsement thereon was forged.
135. All dividends unclaimed for one year after having
been declared may be invested or otherwise made use of
by the board for the benefit of the bank until claimed, and
all dividends unclaimed for six years after having been
declared may be forfeited by the board for the benefit of the
bank.
Accounts.
136. The directors shall cause true accounts to be kept
of the surns of nioney received and expended by the bank
and of the matters in respect of which such receipt and
expenditure take place, and of the assets, credits and
liabilities of the bank and of all other matters necessary for
showing the true state and condition of the bank.
137. The accounts of the bank shall be balanced, and
the financial state of the bank shall be ascertained under the
superintendence of the board, once in every year, up to the
31st day of December in every ),ear or such other date as
the board may determine, and a profit and loss account and
balance sheet showing the financial state of the bank up to
and on the day of such balancing shall be made.
138. At least two days before the ordinary yearly
general meeting a printed copy of the report of the directors
and of the profit and loss account and balance sheet as
audited and of the auditors' report thereon, a copy of which
shall be attached thereto, shall be sent by the board to the
registered address of every shareholder who has a registered
address in the Colony.
139. A copy of the profit and loss account and balance
sheet of the bank from time to time intended for presenta-
tion to an ordinary yearly general meeting shall be open
to the inspection of shareholders at the head office at all
reasonable tirnes in the day during two days before the
meeting.
140. A copy of such account and balance sheet shall,
within two days next after the day of such meeting, be sent
by the board to the Governor.
141. At every ordinary yearly general meeting the board
shall lay before,the shareholders a duly audited profit and
loss account and balance sheet containing a general sum-
mary of the assets and liabilities of the bank, made up to
the end of the financial year next preceding such meeting
from the time when the last preceding account and balance
sheet were made up, together with the auditors' report,
wilich latter report shall be attached to the balance sheet
and shall be read out at such meeting and shall contain
such particulars as are set out in paragraph (2) of regulation
145.
142. Ever y such balance sheet shall be accompanied by
the report of the board as to the state and condition of the
bank, and as to the amount which the board recommends
to be paid by way of divided to the shareholders, and the
amount (if any) which the board proposes to carry to re-
served. The report and balance sheet shall be signed by
three directors and countersigned by the chief manager and
the chief accountant.
Audit. .
143. Once at least in every year the accounts of the bank
shall be examined and the correctness of the profit and loss
account and balance sheet ascertained by two or more
auditors.
144. (1) The shareholders shall at each ordinary yeafly
general meeting. appoint in auditor or auditors to hold office
until the next ordinary yearly general meeting. Every re-
tiring auditor shall, if qualified, be eligible for re-election.
(2) If an -appointment of auditors is not made at an
ordinary yearly general meeting, the board shall appoint
an auditor or auditors for the current year and fix the re-
muneration to be paid to them by the bank for Itheir services.
(3) A director or officer of the bank or a partner or
employee of such director shall not be capable of being
appointed auditor of the-bank.
(4) A person, other than a retiring auditor, shall not
be capable of being appointed auditor at 'an ordinary yearly
general meeting unless notice of an intention to nominate
that person to'the office of auditor has been given in writing
by a shareholder to the chief manager of the bank not less
than fourteen days before the ordinary yearly general meet-
ing, and the bank shall send a copy of any such notice to
the retiring auditor, and shall give notice thereof to the
shareholders by advertisement in an English newspaper
printed and circulating in the Colony, not less than seven
days before the ordinary yearly general meeting :
Provided that if, after a notice of the intention to
nominate an auditor has been so given, an ordinary yearly
,general meeting is called for a date fourteen days or less
after that notice has been given, the notice, though not
given within the time required by this provision, shall be
deemed to have been properly given for the purposes there-
of, and the notice to be sent or given by the bank may, in-
stead of being sent or given within the time required by
this provision, be sent or given at the same time as the
notice of the ordinary yearly general meeting.
(,5) The board may fill any casual vacancy in the office
of auditor but while any such vacancy continues the sur-
viving or continuing auditor or auditors, if any, may act.
(6) The remuneration of the auditors of the bank shall
be fixed by the shareholders in general meeting, except that
the remuneration of any auditors appointed to fill any causal
vacancy shall be fixed by the board.
145. (1) Every auditor shall at all reasonable times
have a right of access to the books and accounts and
vouchers and returns of the bank in the Colony and shall
be entitled to require from the directors and officers of the
bank such information and explanations as may be necessary
for the pe rformance of his duties, but as regards the books
and accounts of any establishment beyond the limits of the
Colony it shall be sufficient if the auditors be allowed acce~s
to such copies thereof and extracts therefrom as have been
transmitted to the head office.
(2) The auditors shall rnake a report to the shareholders
on. the accounts examined by them and on every balance
sheet laid before the. shareholders in general meeting during
their tenure of office, and the report shall state-
(a)whether or not they have obtained a-11 the informa-
tion and explanations they have required; and
(b)whether in their opinion the balance sheet referred
to in the report is a full and fair balance sheet
properly drawn up, so- as to exhibit atrue and Correct
view of the state of the bank's affairs according to
the best of their information and the explanations
given to them, and as shown by the books and
returns of the bank.
146. It shall not be requisite that an auditor be a share-
holder, but the auditors may be shareholders, of the bank.
147. If an auditor be appointed a director or other officer
or servant ol' the bank, he shall immediately thereupon cease
to be an auditor.
148. Any auditor may resign his office or may be removed
from office by a vote of any general meeting or ma~, subject
to the approval of the Governor, be removed by the board.
149. Every profit and loss account and balance sheet,
when audited and approved by a general meeting, shall be
conclusive except as regards any error discovered therein
within three months next after the approval thereof. When-
ever any such error is discovered within that period, the
account shall forthwith be corrected and thenceforth shall be
conclusive.
Yearly statements.
150. The board from time to time, as soon as possible
after the expiration of every year ending the 31st day of
ber,
Decem -v 11 make a general statement in writing show-
ing therein the amount of the then debts, liabilities and
engagements and of the assets, property, credits and
securities-of or-belonging to the bank, as well-in Hong Kong
as elsewhere, and such statement shall include an account
of the amount of the promissory notes of the bank in circula-
tion and of the cash held in the several establishments of
the bank, such accounts of promissory notes and cash
respectively being rnade from and according to the then last
returns and information furnished to the directors from the
establishments of the bank; and the board shall send one
copy of every such general yearly statement authenticated by
the signatures of the chairman of the board, or of two
directors, and of the chief manager or chief accountant in
Hong Kong, to the Governor and shall immediately after-
wards publish such statement in the Gazette and in such
other newspapers circulating in the places where the business
of the bank is carried on as the Governor may from time to
time require; and shall also make and publish and cause to
be made and published by the officers, servants and agents
of the bank, at the several establishments of the bank, such
further returns as to the amount of the promissory notes of
the bank in circulation at such establishments respectively
and the securities and cash held in such establishments
respectively, as the Governor may from time to time require;
such retur ns to~ be made to such. persons, and published in
such manner as the Treasury shall direct, and the board
shall obey and cause to be obeyed by the officers,- servants
and agents of the bank at the several establishments of the
bank, all such rules as the Governor from time to time makes
for the verification of such returns and the inspection of the
promissory notes, securities and cash held in the e3tablish-
merits of the bank by such person and in such manner..as the
Governor thinks fit.
151. The board shall also, if and whenever so required
by the Governor, produce and submit to him or to such
persons as lie appoints for that purpose for his or their
inspection and examination, the seve.ral returns from which
such general yearly statement is prepared, and such further information
as to the state and proceedings of the establishments of the bank as
the Governor from time to time requires to be furnished.
Notice.
152. (1) Any notice to be given by the bank to shareholders either
generally or individually shall be sufficiently given by advertisement
once at least in one ot. more daily newspapers printed and circulating
in the Colony.
(2) The production in any court of justice of any such newspaper
containing any such advertisefnent shall be
slf-- ny sue -reg-a-r-d~-
-
U clent -p-i-oof-of--tli-e--gi'~i-ng-oT -ali--i~o--ti-ce-a-7s all
persons and for every purpose.
15 3. No lice to be given on the part of shareholders to the bank
shallbe left at or sent through the post to the chief manager and
addressed to the head office.
154. Every, pei-son who by,, operation of law, transfer, transmission
or other means whitsoever becomes entitled to any share shall be
bound by every notice in respect of such share which previously to his
name and address being entered upon the shareholders register has
been duly given to the party from whom he derives his title to such
share.
155. The signature to any notice to be given by the bank may be in
writing or printed or lithographed or stamped.
156. Where a given number of days' notice, or notice extending
over any other period, is required to be given, the date on which the
advertisement first appears shall be counted in su~h number of days or
other period.
Shareholders not entitled to ceitaiib information.
157. No shareholder shall be entitled to require discovery of or any
information respecting any detail of the bank's trading or banking
business or any matter which is or may be a business secret or which
may relate to the conduct of the business of the bank if in the opinion
of the board it is
inexpedient in the general interests of the shareholders to
give the information required.
158. Every 1 member of the board, or of any committee
thereof, meniber of any local committee, chief manager,
inspector, manager, sub-manager, agent, -sub-agent, chief
accountant, accomitant or other European officer of the bank,
his heirs, executors and administrators, shall be indemnified
and saved harmless out of the funds of the bank from and
against all costs, charges, losses, damages and expenses
whatsoever which any such person as aforesaid may incur
or become liable to by reason of any contract entered into
or act or thing done by him in the proper execution of his
own respective powers, duties, office and trust; and every
such person as aforesaid, his heirs, executors and adrninist~a-
tors, shall be indemnified and saved ' harmless out of the
funds of the bank from and against all actions, suits, claims
and demands whatsoever brought or made against him or
them in respect of an), engagement or any liability of the
bank, except such as may be incurred or occasioned by or
through his own dishonesty or negligence.
No such person as aforesaid shall be answerable for the
acts, receipts, neglects or defaults of the other or others of
them, or for joining in any receipt or other act for con-
formity, or for any person with or to whom any moneys or
effects belonging to the bank are lodged or deposited for
safe custody. or-come, or for any loss or expense happening
to the bank through the insufficiency or deficiency of title to
any property acquired by order of the board for or 6n behalf
of the bank, or for the insufficiency or deficiency of, or for
any defect of title of the bank to, any security in or upon
which any of the moneys of the batik are invested, or for
any loss or damage arising from the bankruptcy, insolvency
or tortious act of any person with whom any moneys,
securities or effects of the bank are deposited, or for any loss
or darnage occasioned by any error of judgment, omission,
default or oversight on his part, or for any other loss, damage
or misfortune whatever which happens in the execution of the
duties of his office or in relation thereto, unless the same
happens through his own dishonesty or negligence.
A,rbitration.
159. Whenever any difference arises between the bank
on the one hand and any of the shareholders, their heirs,
executors, administrators or assigns on the other hand,
touching the true intent or construction of the Ordinance or
of these regulations, or touching any act or thing to be done,
omitted or suffered in pursuance of the Ordinance or these
regulations, every such difference shall be referred to the
arbitration of two arbitrators one to be appointed by each
party and such arbitration shall be carried out in Hong Kong
under the provisions of the Code of Civil. Procedure in the
same way as if the bank and any such shareholder had
entered into a written agreement to submit any such difference
fa-tiGn-.-
Dissolutioil.
1-60. If and when it 'peals upon or is certified by any,
report of the auditors or any report of the board that one-half
of the capital actually paid tip has been lost in the course of
business or otherwise, then and in any such case the bank
shall thereupon be ipso facto dissolved.
161. If and when. it appears upon or is certified by any,
joint report of the board and the auditors that the business
of the bank cannot be further prosecuted or that the affairs
thereof cannot be arranged with a prospect of benefit to the
bank and such report is adopted by a resolution at any,
.general meeting, then the bank shall be dissolved at such
period not less than two months after the time, of passing
the resolution as is fixed by the resolution, or if such period
be not so fixed, then at such period not less than two months
after the day of holding the meeting as the board shall fix,
unless the resolution of the meeting or of the board be
,revoked by an extraordinary general meeting held before the
time fixed for dissolution.
162. The board shall have full power to carry, the dis-
solution of the bank, however it may happen, into effect by
all necessary ways and means, and all powers and authorities
vested in or exercisable by or which but for the dissolution
would be vested in or exercisable by the board under these
regulations or otherwise shall, notwithstanding and after the
dissolution, remain and be vested in or exercisable by the
board and in full force for the purpose of working out the
dissol fflon and-wi-ndin-g-up-the-afthirs-of-the-b-,unk.-
163. For the purpose of th~. dissolution the board from
time to time in its discretion may call up from the share-
holders- and enforce-- payment -of- -all-- moneys- which-they-
respectively are liable to pay either under the Ordinance or
these regulations towards the discharge of the bank's
liabilities, and may do and execute all such deeds and things
whatsoever for getting in and disposing of the property and
dischargina, so far as the assets extend, the debts and
liabilities of the bank and distributing amongst the share-
holders the surplus assets (if any) of the bank, and finally
winding tip and closing the affairs of the bank, and putting
an end thereto, as the board thinks fit.
jurisdiction.
164. All orders or judgments made or given by the
Supreme Court in respect of the bank or its affairs or its
shareholders shall be binding on all th~ shareholders wherever
residing, and may be enforced against any shareholders
residing outside the Colony through the medium of the
court of justice exercising jurisdiction in the place where
such shareholder resides, and no shareholder shall be entitled
to dispute or question the validity or effect of any such order
or judgment if application is made to any court outside the
Colony to enforce the same..
Authentication of document or Proceeding.
165. Any document or proceeding requiring authentica-
tion by the bank may be signed by any authorized officer of
the bank and need not be under its common seal.
Copy of Ordinance and regulations.
166. The bank shall send to every shareholder, at his
request, and on payment of five dollars or such less sum as
the board may direct, one copy of the Ordinance and of
these regulations.
APPENDIX 1. [reg. 11.]
.......................Register. No. ...............
THE HONGKONG AND SHANGHAI BANKING
CORPORATION.
Capital 20,000,000 Dollars in 160,000 shares of 125 Dollars each.
One Hundred and Twenty Five Dollars per share fully paid up.
THIS IS TO CERTIFY that ...............................................
of ...........................................................................................
is the proprietor of .....shares in The
Hongkong and Shanghai Banking Corporation numbered ................
.. inclusive upon which- the sum of $125
per share has been paid up subject to the terms and conditions of
the Ordinance and regulations.
GIVEN under the Common Seal of the Corporation.
Hong Kong this .day of 19
..................... .
.Director.
...............................
Chief Manager.
APPENDIX 2. [reg. 53.]
..................... Register.
THE HONGKONG AND SHANGHAI BANKING
CORPORATION.
Transfer of shares.
This Transfer made the ...........day of
19 .between [the Transferor and his place of abode or business
and description] of the first part [the Transferee and his place of
abode or business and description] of the second part, and The
Hongkong and Shanghai Banking Corporation of the third part
WITNESSETH that in consideration of $ paid
to [Transferor] by [Transferee], the receipt whereof is hereby
acknowledged, [Transferor] doth assign and transfer unto
[Transferee] his executors, administrators and assigns ..................
Shares Nos . ...in the said Corporation, to hold unto
[Transferee] his executors administrators and assigns, subject to
the provisions of the Ordinance and the regulations of the said
Corporation, and to all obligations incident to the ownership of the
said shares; and [Transferee] doth for himself, his heirs, executors,
administrators and assigns undertake and agree with the said
Corporation that [Transferee] his heirs, executors, administrators
and assigns will duly pay All calls which shall be made in respect
of the said shares, during his or their ownership thereof, and
otherwise fulfil all the obligations of a shareholder in respect
thereof according to the provisions of the Ordinance and the
regulations of the said Corporation, and will at all times upon
demand- pay alY moneys- payable under the provisions-of the- Ordinance
and the regulations of the said Corporation to the person or persons
lawfully entitled to receive the same, and will in all respects perform
and observe the said regulations of the said Corporation.
IN WITNESS whereof the parties hereto of the first and
second parts have hereunto set their hands the day and year first
above written.
APPENDix 3; [reg. 78.]
APPOINTMENT OF A PROXY.
I [A. B.] of
a shareholder of and in The Hongkong and Shanghai Banking
Corporation and entitled to votes hereby appoint
[C.D.] of or f ailing him
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 said Corporation to be held on the
d ay of 19 and at
any adjournment thereof.
AS WITNESS my hand this day of 19
SIGNED by the said ...........................
in the presence of ...................
.....................
CHAPTER 71.
(Ordinance No. 65 of 1911).
MERCANTILE BANK NOTE ISSUE.
No subsidiary legislation.
Regulations - Fraser, vol. 3, p. 1012. Ord. 8 of 1946, Ord. 37 of 1950. Citation and construction of regulations. Agreement by shareholders to abide by Ordinance and regulations. Objects of the bank. [r. 3 cont.] [r. 3 cont.] [r. 3 cont.] Conduct of bank's business. Bank not to purchase or advance on its own shares. Head office to be in the Colony. Situation of head office. Provision of houses and offices in suitable places. Power to increase capital; terms and conditions of new issue; when to be offered to existing shareholders; how far new shares to rank as original capital. Numbering of shares; share indivisible; trust not recognized; [r. 10 cont.] title by registration; claimant barred four years after death or incapacity, unless infant. Certificates of shares on principal register. Ord. 8/46. S. 2, Schedule. Certificates of shares on local register. Shareholder's right to certificate; certificate is prima facie evidence of title. Every certificate to specify number and denoting numbers of shares; fee and stamp duty. To which of joint holders certificate to be issued. Renewal of worn not, damaged, lost or destroyed certificate. [r. 16 cont.] New certificate where share forfeited. Fee for new certificate. No shareholder to hold more than 2,000 shares. Shareholders address book. Every address so furnished by shareholders to be registered address under regulations 134 & 138. Notice to be given of change of name or marriage. When call deemed due. Liability of joint holders. Notice of call. Mode of giving notice of call. No other notice of call necessary. Extension of time for paying calls. Premium and instalment deemed to be 'call'. [r. 29 cont.] Interest on unpaid calls. Evidence in action for call. Registers of shareholders. Ord. 8/46, s. 2, Schedule. Entries in registers; closing of registers; copying of local register entries into principal register: closure of Shanghai register. Ord. 8/46, s. 2, Schedule. Limitation on transfer of shares to or from London register. Ord. 8/46, s. 2, Schedule. Register as evidence. Shares liable to forfeiture in certain events. Arrears payable notwithstanding forfeiture. Procedure for enforcing forfeiture and effect thereof. Notice and entry of forfeiture. Board may accept composition for call. Forfeited share to become property of bank. Power to annual forfeiture. Forfeiture of share to extinguish claims on the bank. Bank's lien on shares. Enforcing lien by sale. Application of proceeds of sale. Validity of sales after forfeiture or for enforcing lien; purchaser's position re dividends and call. Register of transfers. Period during which registers may be closed. Power to decline to register transfer. Transfer not permitted of share on [r. 49 cont.] which calls have been made. Transmission of registered shares; survivorship in joint holder. Transmission clause; evidence of title. Delegation of board's authority to deal with transfers on local registers. Form of transfer; execution of transfer; transfer to be left with bank and evidence of title given; scrip fees and stamp duty. Transferee to become shareholder on registration of transfer. Surrender of old and issue of new certificate. [r. 55 cont.] Bank to retain transfers. Holding of annual general meetings. Ord. 8/46, s. 2, Schedule. Distinction between ordinary and extraordinary general meetings. Convening of extraordinary general meeting. Definition of 'extraordinary' resolution. Ord. 8/46, s. 2, Schedule. Definition of 'special' resolution Ord. 8/46, s. 2, Schedule. Notice of meeting. Ord. 37/50, Schedule. [r. 62 cont.] General business at general meeting; special business. Quorum. Chairman of meeting. When, if quorum not present, meeting to be dissolved, and when to be adjourned. Power to chairman to adjourn meeting; business at adjourned meeting. How questions to be decided at meeting. Evidence of the passing of a resolution where poll not demanded. Poll. In what cases poll taken without adjournment. Other business may proceed notwithstanding demand for poll. Number of votes of shareholders. Joint holders. Proxies permitted. Deposit of proxy and its duration. Execution of instrument of proxy; proxy must be shareholder. Form of proxy. Register of proxies to be kept. Appointment and powers of attorney. Restrictions on voting. When vote by proxy or attorney valid though authority revoked or share transferred. Keeping of minutes; validity of proceedings notwithstanding defects in minutes; entries in minute book as proof of proceedings and of numbers and qualification and votes of shareholders and of identity and qualification of chairman; entries in minute book as proof of proper convening of meeting and of proceedings on record; order. Motion or resolution valid until rescinded; inspection of minute books by shareholders. Number of directors. Ord. 8/46, s. 2, Schedule. Board may fill vacancies. Ord. 8/46, s. 2, Schedule. Qualification of directors; Ord. 8/46, s. 2, Schedule. [r. 86 cont.] validity of acts notwithstanding want of qualification; eligibility for re-election notwithstanding past disqualification. Directors may act notwithstanding vacancy. Ord. 8/46, s. 2, Schedule. Remuneration of directors. Ord. 8/46, s. 2, Schedule. When office of director is vacated. Ord. 8/46, s. 2, Schedule. Director may contract with bank; [r. 90 cont.] but should give notice of his interest; restriction on voting; general notice of director's interest sufficient. Retirement of directors by rotation. Which directors to retire. General meeting may fill vacancies. Retiring director to remain in office till end of meeting at which successor elected and to be eligible for re-election. Power of general meeting to increase or reduce number of directors or to alter their qualification or remuneration or rotation. Power to remove director by extra-ordinary resolution. When candidate for office of director must give notice. Convening of board; meeting and adjournment of bard. Quorum of directors. Director interested to be counted is a quorum. How questions to be decided. Chairman and deputy chairman. Ord. 8/46, s. 2, Schedule. Who to preside at meetings of board. Powers of quorum. Delegation of powers by board. Proceedings of committee. Acts of directors or committee valid notwithstanding defective appointment. Board to have general control of business. [r. 108 cont.] Specific powers given to board: to purchase property rights, etc.; to pay for property, rights, etc., partly in cash and partly in shares; to secure fulfilment of contracts by charge on property of bank; to accept surrender of shares; to invest; to provide houses and offices; to appoint officer, clerks, etc.; to appoint, and send to any place any directors with certain powers; [r. 109 cont.] to appoint, either temporarily or permanently, officers or servants of the bank for special duty; to delegate powers to directors and others; to appoint trustees; to bring and defend, etc., actions; to compound debts; to refer to arbitration; to appoint persons to act for bank re bank-ruptcies, etc.; to give security by way of indemnity; to give commissions; to keep books for bank's business; to furnish returns; to have control of funds of bank; to authorize person to give receipts, etc., for the bank; to authorize acceptances [r. 109 cont.] and signatures; to employ agents, brokers, etc; to accept security; to establish and administer reserve; to utilize premium on issue of bank's shares; to make contracts; to deal with property of the bank; to lend money. Entries in minute book. Record of board meeting unimpeachable except for irregularity appearing on record. Entries in minute book prima facie evidence. [r. 112 cont.] Record of board meeting binding on shareholders. Unrescinded order or resolution to be binding. Directors may appoint chief manager. Ord. 8/46, s. 2, Schedule. Contract and remuneration of chief manager. Powers and duties of chief manager. Local management: [r. 118 cont.] local committee; delegation; application of regulation 89; powers of attorney; sub-delegation. The common seal. Custody of common seal; execution of documents under common seal; Ord. 8/46, s. 2, Schedule. Change of seal. Official seal for use in London, etc. [r. 121 cont.] Ord. 8/46, s. 2, Schedule. 37 of 1950, Schedule. Ord. 8/46, s. 2, Schedule. Capitalization of profits. Disposition of profits. Declaration of dividends; bonus to employees; proportionate dividend; interim dividend. Capital paid in advance. [r. 125 cont.] Dividends to be paid out of profits; special power of board. Restriction on amount of dividends. Dividend not to carry interest. Debts may be deducted. Effect of transfer. Retention of dividend in certain cases. Currency and rate of exchange of dividends. Payment to joint holders. Payment by post. Unclaimed dividends. Accounts to be kept. Balance sheets to be prepared every year. Profit and loss account, balance sheet and auditors' report to be sent to shareholders two days before meeting. Profit and loss account and balance sheet may be inspected by shareholders before meeting. Copy of report and balance sheet to be sent to Governor. Profit and loss account and auditors' report to be laid before annual general meeting. Annual report and balance sheet. Accounts to be audited yearly. Appointment and remuneration of auditors. Ord. 8/46, s. 2, Schedule. Powers and duties of auditors. [r. 145 cont.] Auditor need not be shareholder. Director not to be auditor. Resignation or removal of auditor. When accounts to be deemed finally settled. Publication of yearly statements. Ord. 37/50, Schedule. Ord. 37/50, Schedule. Ord. 37/50, Schedule. Furnishing of returns to the Governor. [r. 151 cont.] Notices to shareholders to be given by advertisement; proof of such notice. Notices by shareholders to bank. Transferee bound by notice. How notice to be signed. How time to be counted. Shareholder not to be entitled to certain confidential information. Indemnity of directors, officers, etc.; individual responsibility. Arbitrators between the bank and shareholder or successors. (Cap. 4, rules). Dissolution on loss of half of paid-up capital. Dissolution on adverse joint report of board and auditors. Board to have conduct of dissolution. Power to board to make calls, execute necessary documents and distribute surplus assets. Orders, etc., of Supreme Court of Hong Kong to bind shareholders. Authentication of document or proceeding. Copy of Ordinance and regulations. Ord. 37/50, Schedule. Ord. 37/50, Schedule. Ord. 37/50, Schedule. Ord. 37/50, Schedule.