79. The
shareholding
qualification for
directors
may be fixed by the
company
in general meeting,
and unless and until so fixed no qualification shall be required.
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80. A
director
of the
company
may be or become a
director
or other
officer
of, or otherwise
interested in, any
company
promoted by the
company
or in which the
company
may be interested
as
shareholder
or otherwise, and, subject to the Ordinance, no such
director
shall be accountable
to the
company
for any remuneration or other benefits received by him as a
director
or
officer
of,
or from his interest in, such other
company
unless the
company
otherwise direct.
Borrowing Powers
81. The
directors
may exercise all the powers of the
company
to borrow money, and to mortgage
or charge its undertaking, property and uncalled capital, or any part thereof, and to issue
debentures
,
debenture
stock, and, subject to
section 57B
of the Ordinance, convertible
debentures
and convertible
debenture
stock, and other securities whether outright or as security for any debt,
liability or obligation of the
company
or of any third party:
Provided that the amount for the time being remaining undischarged of moneys borrowed or
secured by the
directors
as aforesaid (apart from temporary loans obtained from the
company
's
bankers in the ordinary course of business) shall not at any time, without the previous sanction of
the
company
in general meeting, exceed the nominal amount of the
share
capital of the
company
for the time being issued, but nevertheless no lender or other person dealing with the
company
shall be concerned to see or inquire whether this limit is observed. No debt incurred or security
given in excess of such limit shall be invalid or ineffectual except in the case of express notice to
the lender or the recipient of the security at the time when the debt was incurred or security given
that the limit hereby imposed had been or was thereby exceeded.
Powers and Duties of
Directors
82. Subject to the provisions of the Ordinance, the
memorandum
and
articles
and to any
directions given by special resolution, the business and affairs of the
company
shall be managed
by the
directors
, who may exercise all the powers of the
company
. No alteration of the
memorandum
or
articles
and no such direction shall invalidate any prior act of the
directors
which would have been valid if that alteration had not been made or that direction had not been
given. The powers given by this regulation shall not be limited by any special power given to the
directors
by the
articles
, and a meeting of the
directors
at which a quorum is present may
exercise all powers exercisable by the
directors
. (Replaced 28 of 2003 s. 115)
83. The
directors
may from time to time and at any time by power of attorney appoint any
company
, firm or person or body of persons, whether nominated directly or indirectly by the
directors
, to be the attorney or attorneys of the
company
for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the
directors

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- Fall '12
- AlexLau
-
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