法律英语期末考试(整理)(2)

9.4 The Chairman shall be the legal representative of the Joint Venture. The Chairman shall exercise his authority within the limits set forth in the Board of Directors, this Contract and the Articles of Association of the Joint Venture, and may not contractually bind the Joint Venture or otherwise take any action on behalf of the Joint Venture other than in a manner consistent with the authority conferred on him by the Board. Whenever the Chairman is unable to perform his responsibilities for any reason, the Chairman shall authorize the Vice Chairman or another director to perform his responsibilities on his behalf.

9.4主席为合资企业的法定代表人。主席应在董事会规定的本合同及合资企业章程的范围内行使权力。主席不可以用合同的方式来约束合资企业，除非董事会向他授权，否则，主席不可以代表公司来签订协议。当主席因任何原因无法履行其职责时，应当授权副主席或其他董事代其履行职责。

9.8 The first Board meeting shall be held within one (1) month of the issuance of the Business Licence of the Joint Venture. During the first Boarding meeting, the Joint Venture shall appoint an accounting firm to be the external auditor of the Joint Venture in accordance with Clause 13.6; appoint the General Manager, Deputy General Managers and other persons who are nominated by the Parties to hold management positions in the Joint Venture; and authorise the Joint Venture to pay the expenses incurred in the establishment of the Joint Venture in accordance with Clause 2.5 and such other matters as agreed by the Parties.

9.8首次董事会会议应在合资企业营业执照颁发之日起1个月内召开。在首次会议中，合资企业应：根据13.6条制定一家会计师事务所作为合资企业的外部审计方；指定总经理，副总经理和其他由双方指定的在合资企业内担任管理工作的人员；并根据第2.5条以及双方的其他约定的规定授权合资企业支付建立合资企业所发生的费用。

9.11 The Board shall give a written notice to all directors at least ten (10) working days (Is this a defined term?) before the holding of a Board meeting; but if the meeting is held outside China, the prior written notice period shall be not less than least thirty (30) Working Days. The aforesaid notice period of a Board meeting may be waived by all directors in writing. Such written notice shall be delivered to each of the Parties and each director, including the Chairman and the Vice Chairman, or other authorized directors. Such notice shall contain a written agenda of the Board meeting which shall set out in reasonable detail the matters to be submitted and discussed in the Board meeting and which shall be attached with the detailed written information about the matters to be discussed.

9.11董事会应在董事会会议召开前至少10个工作日书面通知所有董事；但如果会议在中国境外召开，前述的书面通知期限应当不少于30个工作日。前述的会议通知期限可由全体董事以书面形式免除。书面通知应送达各方及各个董事，包括主席、副主席，或其他授权董事。通知应包括书面形式的董事会会议议程。议程应合理列出在会议期间待提交及待讨论的细节，议程还应包含待讨论事宜的书面形式的详细信息。

9.13 As an alternative to a Board meeting, a written resolution signed in person or by fax by the directors or representatives authorized by them in writing shall have the same effect as a resolution adopted in a duly constituted and convened Board meeting. Subject to Article 9 and other provisions, the written resolution shall be effective upon the signing of the last director or the representative authorized by him whose signing is enough to have the issues in discussion

approved.

9.13一份一致同意的书面协议可以替代董事会会议，签署可以是亲自签署，也可以是授权签署，或者是以传真方式签署，都应具有相同的效力。根据第九条和其他条款的规定，董事会书面决议的生效从最后一名董事或其授权代表签字后开始生效。

9.16 The Board shall designate one (1) qualified employee of the Joint Venture to be the secretary of the Board who shall take notes and prepare minutes for Board meetings and who shall also perform other duties as Board secretary. The Board secretary may be assisted by another employee of the Joint Venture in performing his duties. The Board secretary shall be accountable to the Board and shall ensure that the Chinese and English versions of all notices, agendas, documents, resolutions and minutes of meetings have the same meaning provided that if there is any conflict or inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

9.16董事会应指定一名具有合资企业员工资格的人作为董事会会议记录和筹备的秘书，并履行董事会秘书应履行的其他职责。董事会秘书可以在另一个合资企业员工的协助下履行他的义务。董事会秘书应当对董事会负责，并应确保中文版和英文版的所有通知、日程、文件、决议会议具有一致性，如果中文版和英文版之间有任何冲突或不一致，则以中文版为准。

9.17 All proceedings in a Board meeting shall be conducted in Chinese and English. Minutes of the Board meeting shall be taken in Chinese and English and kept in the book of Board minutes. All directors who attend the meeting (including the proxies of those who do not attend) shall sign the minutes and resolutions of the meeting. The minutes of Board meetings shall be kept in the headquarters of the Joint Venture and made available for inspection by any director and/or representative of the Parties during working hours.

9.17所有董事会会议应以中文和英文进行。董事会会议记录应采取中文和英文。所有出席会议的董事（包括那些代理出席的）应当在会议记录和会议决议上签名。董事会会议记录应保存在该合资企业的总部，供任何董事和/或代表在工作时间检查。