Translated Documents
法律文书
​法律翻译示例:职务空缺条款
2022-06-25

1. The continuing Directors may act notwithstanding any vacancy in their body, but if and for so long as their number is below any minimum number of Directors fixed by or pursuant to these Articles, the continuing Directors may act for the purpose of passing a resolution to appoint further Directors to the board of Directors and of convening a meeting of Members to appoint further Directors but for no other purpose.
译文: 留任董事可以在出现任何董事职务空缺的情况下履行董事职务,但在董事人数低于本章程规定的最小法定人数的期间内,留任董事可以行使有关通过决议任命更多董事进入董事会、召集公司股东大会的职权,但不得行使任何其它方面的职权。
2. The office of a Director shall be vacated if: he gives notice in writing to the Company that he resigns the office of Director; or he absents himself (without being represented by an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or he is found to be or becomes of unsound mind; or all the other Directors (being not less than two in number) resolve that he should be removed as a Director.
译文:董事有下列情形之一的,视为出现董事职务空缺:以书面形式通知公司辞去董事职务的;未事先向董事会请假,连续三次不参加董事会会议,替任董事(如果有)也未代表董事参加董事会会议,董事会通过决议决定以缺席为由解除董事职务的;死亡、破产或者与所有债权人普遍达成了任何协议或和解协议的;发现或者认定董事精神失常或心智不全的;所有其他董事(不少于两名)决定解除其董事职务的。
3. Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Board of a newly created directorship) may be filled by a majority of the votes of the Directors then in office, although less than a quorum, or by Shareholders holding, in the aggregate, a majority of the Shares entitled to vote to approve such action, and any Director so designated to fill any such vacancy shall hold office until the earliest of his death or resignation.
译文:因任何董事辞职、死亡或者任何其他原因(包括由于董事会授权设立新的董事职务)出现的董事职务空缺,可以由当时在任董事的过半数票(即使不到法定人数)填补,或者由持有有权表决批准此类行动的过半数股份的股东填补,按照以上规定指定填补空缺的任何董事任职届满时间为死亡或者辞职时(以较早之日为准)。
4. A vacancy in any office because of death, resignation, removal or otherwise shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
译文:因死亡、辞职、罢免或者任何其他原因而导致出现任何职位空缺的,应当按照本协议中规定的正式任命方式填补。
5. The office of a Director shall be vacated in any one of the following events, namely:- if he becomes prohibited from being a Director by reason of any order made under the Act; if he ceases to be a Director by virtue of any of the provisions of the Act or these Articles; if he resigns by writing under his hand left at the Office; if he has a receiving order made against him or suspends payments or compound with his creditors generally; if he is removed from office pursuant to a resolution passed under the provisions of Article 101; if he is found lunatic or becomes of unsound mind; or if he be absent from meetings of the Directors for a continuous period of six (6) months without leave from the Directors and the Directors resolve that his office be vacated.
译文:董事有下列情形之一的,应当撤销董事职务:根据《公司法》的规定作出的任何命令禁止担任董事的;不再符合《公司法》或本《章程》规定的董事资格的;向办事处递交亲笔签名的辞职书的;董事收到接收令、中止偿还债务或者与债权人普遍达成和解的;根据第101条规定通过决议解除董事职务的;发现或者认定董事精神失常或心智不全的;未向董事会请假连续六(6)个月未出席董事会会议,董事会通过决议认定离职的。
6. The continuing Directors may act notwithstanding any vacancies but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning general meetings of the Company but not for any other purpose. If there be no Directors or Director able or willing to act, then any two (2) Members may summon a general meeting for the purpose of appointing Directors.
译文:即使董事会出现职务空缺,在职董事可以继续履行职务;但董事总人数低于本《章程》规定的最先人数时,在职的一名或多名董事只能行使有关填补职务空缺、召集公司股东大会的职权,但不得行使任何其它方面的职权。所有董事均不能或者不愿意履行上述职权的,任何两(2)名股东可以召集股东大会任命董事。
7. If any casual vacancy occurs in the office of Auditor, the Directors may fill up the same, but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act.
译文:审计师职务发生任何临时空缺时,董事会可以填补空缺,但在职务空缺的期间内,在职的一名或多名审计师(如果有)可以继续履行职务。
8. The Secretary of State may declare his office as a member to be vacant and shall notify the declaration in such manner as the Secretary of State thinks fit; and thereupon the office shall become vacant.
译文:国务卿可以宣告该成员职务空缺,应当通过国务卿认为适当的方式发出宣告职务空缺的通知;此后,该职务即为空缺职务。
9. However, a director may be elected at any time to fill any vacancy on the Board of Directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.
译文:经有权投票选举董事会的半数以上已发行股份的持有人书面同意后,可以随时选举董事填补任何董事职务空缺,但被撤销的董事职务、已经由其他董事担任的董事职务除外。
10. In the event of a vacancy in the position of the Liquidation Trustee, the Liquidation Trust Oversight Committee shall promptly select and appoint the successor Liquidation Trustee.
译文:在清算托管人职务空缺的情况下,清算信托监督委员会应当及时选择和指定继任清算托管人。
 
 

Copyright 2021 上海金律团翻译有限公司 All Rights Reserved 沪ICP备2022023473号-1 技术支持:索腾网络