1. The Secretary shall (i) keep the minutes of the meetings of the Shareholders and the Board in one or more books provided for that purpose; (ii) see that all notices to be given by the Company are duly given in accordance with the provisions of this Agreement and as required by law; (iii) be custodian of the company records; (iv) keep a register of the addresses of each Shareholder which shall be furnished to the Secretary by such Shareholder; (v) have general charge of the Shareholders Schedule; and (vi) in general perform all duties incident to the office of the secretary of a corporation organized under the GCL.
译文:秘书的职责:(i)将股东会议和董事会会议记录保存在专门的一本或多本记录册中;(ii)确保公司的所有通知均按照本协议的规定和法律的要求正式发出;(iii)担任公司记录的保管人;(iv)登记各股东提供给秘书的地址登记册;(v)对股东附表负全面责任;(vi)全面履行依照《特拉华州普通公司法》成立的公司的秘书的相关职责。
2. The Secretary shall have such other powers and perform such other duties as may from time to time be prescribed by the Board, the Chief Executive Officer and/or the President.
译文:秘书应当行使和履行董事会、首席执行官和/或者总裁不定期规定的其他权力和职责。
3. A certificate signed by a Director (who may be one of the signatories to the relevant resolution in writing) or the Secretary as to any of the matters referred to in paragraph (a) or (b) of this Article shall in the absence of express notice to the contrary of the person relying thereon, be conclusive of the matters stated on such certificate.
译文:任何董事(可以是在相关书面决议上签字的董事之一)或者公司秘书对本条第(a)款、第(b)款中所述的任何事项出具的证明,应当构成证明中所述事项的确凿证据,但使用该证书的任何人发出通知明确说明相反情况的除外。
4. A provision of the Companies Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of the Secretary.
译文:同时以董事和秘书(或者代替秘书)的身份行事的,视为违反《公司法》或者本《章程》中相关董事和秘书授权范围的规定。
5. Anything by the Companies Law or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically on behalf of the Board.
译文:《公司法》和本《章程》要求和授权秘书履行的任何职务可以由任何秘书助理或者副秘书执行,秘书职务空缺时或者秘书因任何其他原因而不能履行秘书职务时,也可以由任何秘书助理或者副秘书代为履行秘书职务;没有秘书助理或者副秘书的,可以由公司代表董事会通过一般授权或者特别授权,委托公司任何管理人员代为履行。
6. He shall perform such other duties as are prescribed by the Companies Law and these Articles, together with such other duties as may from time to time be prescribed by the Board.
译文:秘书应当履《公司法》和本《章程》规定的其他职责以及董事会不定期规定的其他职责。
7. The Secretary shall attend all meetings of the Shareholders and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose.
译文:秘书应当出席股东大会,准确记录会议内容,并按照有关规定将会议内容登记在适当的账簿中。
8. The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the Board.
译文:秘书应当由董事会任命,具体的任职期限、薪酬和条件由董事会酌情决定,董事会任命的任何秘书可以由董事会罢免,但不得影响秘书根据与董事会达成的任何合同规定享有的权利。
9. The First Secretary of the Company shall be AAA LIMITED who shall be removed from office immediately after the appointment of the First Directors.
译文:公司的第一任秘书为AAA有限公司,任命第一届董事会后,应当免除第一任秘书的职务。
10. The Liaison Committee shall elect from among its members a Secretary who shall submit a written report to Council after each meeting of the Liaison Committee.
译文:联络委员会应当从其成员中选举产生一名秘书,负责在联络委员会每次会议后向理事会提交书面报告。