Hong Kong Regulations

THE HONG KONG ASSOCIATION OF BANKS BY-LAWS - BYLAW 26

Procedure at general meetings

(1) Save as regards the election of elected members of the Committee, and the
election of elected members of the Consultative Council, a resolution or
amendment thereto proposed and seconded at a general meeting shall be put to
the meeting by the Chairman of the meeting and (subject to paragraph (3)) be
decided by a show of hands.

(2) Each member shall have one vote on a question coming before a general
meeting and in the event of equality of votes the Chairman of the meeting
shall have a second or casting vote.

(3) A poll shall be taken on a resolution or amendment thereto proposed and
seconded at a general meeting if requested-

   (a)  by not less than 30 members immediately after the declaration by the
        Chairman of the meeting of the result of a show of hands under
        paragraph (1); or

   (b)  by the Chairman of the meeting.

(4) Unless a poll is held under paragraph (3) a declaration by the Chairman of
the meeting that a resolution or amendment thereto has on a show of hands been
carried, or lost, shall be conclusive evidence thereof, without proof of the
numbers for or against the resolution.

(5) If a poll is held under paragraph (3) it shall be held in such manner as
the Chairman of the meeting shall direct and the Chairman of the meeting shall
appoint one or more scrutineers to sign a report on the result of the poll,
which shall be declared by the Chairman of the meeting.

(6) No poll shall be held on a resolution for adjournment of the meeting.

(7) The Chairman of the meeting may with the consent of the meeting adjourn
any meeting from time to time and from place to place. No business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting which was adjourned, and no fresh notice shall be required unless
the meeting otherwise directs.

(8) Minutes of all proceedings at a general meeting shall be entered in
records kept by the Secretary for that purpose, and any such minutes, if
purporting to be signed by the Chairman of the meeting at which the
proceedings were held, or by the Chairman of the next succeeding meeting,
shall be evidence of the proceedings.