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英国公司章程中英文双语译本 (2)
 

Part 1

INTERPRETATION AND LIMITATION OF LIABILITY

 

Defined terms

1. In the articles, unless the context requires otherwise— “articlesmeans the companys articles of association;

bankruptcyincludes individual insolvency proceedings in a jurisdiction other than England and Wales or

Northern Ireland which have an effect similar to that of bankruptcy; “chairmanhas the meaning given in article 12;

chairman of the meetinghas the meaning given in article 39;

“Companies Actsmeans the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;

director” means a director of the company, and includes any person occupying the position of director, by whatever name called;

distribution recipienthas the meaning given in article 31;

documentincludes, unless otherwise specified, any document sent or supplied in electronic form; “electronic formhas the meaning given in section 1168 of the Companies Act 2006;

fully paidin relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;

hard copy formhas ,the meaning given in section 1168 of the Companies Act 2006; “holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares;

instrumentmeans a document in hard copy form;

ordinary resolutionhas the meaning given in section 282 of the Companies Act 2006; “paidmeans paid or credited as paid;

participate”, in relation to a directors meeting, has the meaning given in article 10; “proxy noticehas the meaning given in article 45;

shareholder” means a person who is the holder of a share; “sharesmeans shares in the company;

special resolutionhas the meaning given in section 283 of the Companies Act 2006; “subsidiaryhas the meaning given in section 1159 of the Companies Act 2006; “transmitteemeans a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and

writingmeans the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.

 

Liability of members

2.   The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

 

PART 2

DIRECTORS

DIRECTORS POWERS AND RESPONSIBILITIES

 

Directors general authority

3. Subject to the articles, the directors are responsible for the management of the companys business, for which purpose they may exercise all the powers of the company.

 

Shareholders reserve power

4.(1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.

(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

 

Directors may delegate

5.(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles

(a) to such person or committee;

(b) by such means (including by power of attorney); (c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions;

as they think fit.

(2) If the directors so specify, any such delegation may authorise further delegation of the directors powers by any person to whom they are delegated.


(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

 

Committees

6.(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.


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