1. “Majority of the Board” means, at any time, a combination of any of the then Directors constituting at least a majority of the votes of all of the Directors who are then elected and qualified.
译文:“董事会过半数”是指在任何时候,至少占所有当时当选并具备资格的董事至少过半数票的任何董事集合。
2. And such point shall be decided according to the opinion of the majority (if any) of the judges who have heard the appeal, including those who first heard it.
译文:该法律争点应当按照参加本上诉案件审理的法官(包括首次参加本上诉案件审理的法官)中过半数法官的意见(如果有)作出裁判。
3. Unless otherwise agreed by the parties, in arbitral proceedings with more than one arbitrator, any decision of the arbitral tribunal shall be made by a majority of all its members.
译文:除当事人另有约定外,在有一名以上仲裁员的仲裁程序中,仲裁庭的任何决定应当由其全体仲裁员的过半数作出。
4. Every share which shall be forfeited shall thereupon become the property of the Company and may be either sold or re-allotted or otherwise disposed of either to the person who was before forfeiture the holder thereof or entitled thereto or to any other person subject to the approval of the majority of directors and upon such terms and in such manner as the directors shall think fit.
译文:有被没收或交还的股份均应成为公司的财产,经董事会过半数成员批准,可以按照董事会认为适当的条款和方式出售、重新配售或以其他方式处置给没收或交还之前该股份的持有人或者有权获得该股份的人,也可以处置给任何其他人。
5. 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)。
6. A Majority of the Board may, by resolution, designate from among the directors one or more committees (including, but not limited to, an Audit Committee, a Nominating Committee, and a Compensation Committee), each of which shall be comprised of one or more directors, and may designate one or more of the directors as alternate members of any committee, who may, subject to any limitations imposed by a Majority of the Board, replace absent or disqualified directors at any meeting of that committee.
译文:董事会过半数成员可以通过决议指定董事组成一个或者多个委员会(包括但不限于审计委员会、提名委员会和薪酬委员会),各委员会应当由一名或者多名董事组成,并可指定一名或者多名董事担任任何委员会的候补成员,候补成员可以根据董事会过半数成员施加的任何限制,在委员会的任何会议上替补缺席或者不符合资格的董事。
7. A majority of the Corporate members voting shall decide any question unless the Bye-Laws otherwise provide.
译文:任何问题应当由参加表决的法人股东过半数票作出决定,但本细则另有规定的除外。
8. In the case of an Ordinary Resolution: the resolution does not indicate that it is a Special Resolution and if it has been formally agreed on any date by one or more members of the Company who on that date represent a majority of the total voting rights of all the members who on that date would have the right to vote on that resolution at a General Meeting of the Company.
译文:在普通决议的情况下:决议并未表明是一项特别决议,在任何日期由当日代表在公司股东大会上有权对该决议进行表决的所有股东的总表决权过半数的公司一名或者多名股东正式同意。
9. Transfer of his share of capital contribution by a shareholder to anyone other than another shareholder is subject to consent by a majority of all the shareholders; shareholders who do not consent to the transfer shall purchase the share of capital contribution to be assigned, and failure by those shareholders to make such purchase is deemed to be their consent to the assignment.
译文:股东向股东以外的人转让其出资时,必须经全体股东过半数同意;不同意转让的股东应当购买该转让的出资,如果不购买该转让的出资,视为同意转让。
10. Unless otherwise prohibited by law, any action to be taken at a meeting of the Shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by a Shareholder or Shareholders holding not less than a majority of the Shares entitled to vote required to approve such action of the Shareholders; provided that in the event that any such action of the Shareholders is taken without a meeting by written consent, then the Company shall provide prompt written notice of such action of the Shareholders by written consent to all Shareholders (whether or not the vote of such Shareholder was required to approve such action of the Shareholders).
译文:除法律另有其他禁止性规定外,在股东会议上采取的任何行动可以通过签署书面同意书的方式进行,无需召开会议,同意书应当载明需要采取的行动,并由持有不少于过半数有权表决的股份的一名或者多名股东签字批准该行动;但是,股东在不召开会议的情况下通过书面同意书的方式采取任何行动的,公司应当及时将通过书面同意书的方式采取的行动书面通知全体股东(不论是否需要该股东表决批准股东的行动)。