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发表于 2006-8-3 04:16:50
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回复: 组织已经注册了,该选正式理事了
对于理事的相关规定,ruibin同学曾经翻译过部份内容,我做了补充。
贴在这里,供大家参考!谢谢ruibin!!!
注意:一切以英文版本为准!下面仅供参考,部份内容为翻译大意,并不完整。
Board of Directors
理事会
The property and business of the corporation shall be managed by a board of directors, comprised of a minimum of three directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract. Directors need not be members.
组织的财产和业务必须由理事会管理,理事会由至少3名理事组成。理事的具体人数,应在理事会议上提出并获多数通过,且须由至少2/3的会员在决定理事人数的会议上投票决定。理事必须由年满18岁具民事能力的成人担任。理事可以是非会员。
The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected.
组织的申请人应成为该组织的第一届理事,直至其继任人被选出。
At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.
在组织专利书上的理事名字,将由在第1次会员会议上选出理事的名字取代。
Directors shall be elected for a term of 1 year(s) by the members at an annual meeting of members.
会员于会员年会上选举理事,其任期为1年。
The office of director shall be automatically vacated:
理事办公室在以下情况须腾出:
- if at a special general meeting of members, a resolution is passed by _____ of the members present at the meeting that he be removed from office;
在会员特别会议中,通过决议,该理事必须离开;
- if a director has resigned his office by delivering a written resignation to the secretary of the corporation;
该理事经向组织干事书面提出并辞去职务后;
- if he is found by a court to be of unsound mind;
该理事被裁定精神不正常;
- if he becomes bankrupt or suspends payment or compounds with his creditors;
该理事破产或未能偿清债务
- on death;
死亡
provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation.
此种情况下,由经多数投票通过,理事会委任的会员,填补该空缺;
The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor.
理事不得因该职位获得报酬,也不能因该职权直接或间接收受利益,但执行职权中发生的相关费用可获报销;若理事在组织内同时从事其它职位或以其它身份参与组织的工作而获得报酬,这种情况与以上规定并不冲突。
A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
理事在其退休申请获批准,继任人被选出,职位被解除之前,应继续留任。
Powers of Directors
理事的权力
- The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.组织的理事可以管理所有组织事务,以及以组织名义签定各类法定合约,并且行使组织授予的各项权利
- The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.理事有批准组织开支的权利,也可以经决议委派组织内干事负责雇员录用和薪金支付。理事有权与信托基金管理机构协议理事会授权的,对于组织有益的信托基金管理事宜。
The board of directors is hereby authorized, from time to time 理事会于此被授权:
- to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient; 以组织信用从任何银行、公司或个人,在如此条件下,如此时间内借款;
- to limit or increase the amount to be borrowed; 限制或提高借款额;
- to issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors; 签署组织的各类证券、债券,也可以在如此条件下,如此时间内将其抵押或出售;
- to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation. 有关组织的各项现有资产及随后购置资产的管理权利(意译)
- The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.理事会应该接受并行使对组织发展有利的接受捐赠等事宜;(意译)
- The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment. 在需要的时候,理事会可以授权代理或者组织员工去履行职责;
- Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. 组织员工的工资由理事会通过决议决定,决议于下届会员大会确认。
Directors' Meetings
- Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote. 理事会议每年至少举行一次,书面会议通知必须提前48小时送达与会者,若采用邮寄方式,则须提前14天送出。会议通知或会议修改通知不得有错误或疏忽。一个理事只能投一票;
- A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation. 多数理事,且至少2位理事,即可召开理事会议。任何理事会议通过的授权、委任视为有效。
Indemnities to Directors and Others对理事的保护及其它
- Every director of the corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against; 每位理事及其继任人、管理人或执行人、动产与不动产,均应受到保护并不受组织债务影响。
- all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default |
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