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Article 180 The resolutions of all board meetings shall be recorded and filed in Chinese. The Board of Directors shall keep minutes of resolutions passed at board meetings. The minutes shall be signed by directors present at the meetings and presented to all directors for examination as soon as possible after the meetings. Any director who intends to amend the minutes shall within six working days after receiving the same submit his proposed amendments in written to the chairman.
Minutes of board meetings shall be kept as records of the Company for a period of ten years.
Article 181 The completed and approved minutes shall be signed by the chairman and the attending directors (including the proxies) and the board secretary. A complete copy of the minutes shall be sent to every directors as soon as possible.
Article 182 The minutes of meetings shall contain the following information:
(1) The date, venue and the name of the convener of the meeting;
(2) Names of the directors attending the board meeting in person and as proxies;
(3) Agendas of the meetings;
(4) Summary of the statements made by the directors;
(5) The method and result of voting for every resolution (with the number of votes for and against the resolution and the number of abstained votes.
Article 183 Directors of the Company are natural persons. A person shall be disqualified from being a director of the Company in any one of the following circumstances:
(1) The individual has no capacity to undertake civil liabilities or restricted capacity to undertake civil liabilities;
(2) A period of five years has not yet elapsed since the penalisation on conviction of corruption, bribery, unauthorised taking of properties, misappropriation of properties or disrupting social and economic order; or a period of five years has not yet elapsed since being deprived of political rights for commission of offences;
(3) A period of three years has not yet elapsed since the completion of the liquidation of any company or enterprise which was insolvent due to unsound business operation and management and where the person acted as a director, factory manager or manager of such company or enterprise and was personally liable for such insolvency;
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(4) A period of three years has not yet elapsed since revocation of the business license of a company or enterprise due to illegal business operations where the person was the legal representative of such company or enterprise and for which he was personally liable;
(5) The person is personally liable for a substantial loan which was due for payment but remains unpaid;
(6) The person has been involved in criminal offences subject to investigation by judicial authorities and the case has yet been settled;
(7) The person is not eligible for acting in the leadership of a company or enterprise according to laws or administrative regulations;
(8) The person is not a natural person;
(9) A period of five years has not yet elapsed since the person was adjudged by the relevant governing authority to be guilty of contravention of provisions of securities regulations involving fraud or dishonesty;
(10) Currently being barred by the China Securities Regulatory
Commission from participating in the securities market;
(11) Other stipulations of laws, administrative regulations rules or departmental rules.
Any election and appointment of directors in breach of this Article will be void. Any directors who fall within one of the above categories during their term of service will be removed by the Company.
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本文链接地址：Articles of Association of China Southern Airlines Company L(34)
