中外合资经营合同格式2(15)

各种英文法律文书

of the establishment of the board of directors of the cooperativeventure company.

Article 21

The board of directors is composed of ____________directors, of which___________shall be appointed by Party A, ____________by Party B. Thechairman of the board shall be appointed by Party A, and its vice-chairmanby Party B. The term of office for the directors, chairman andvice-chairmans four years, their term of office may be renewed ifcontinuously appointed by the relevant party.

Article 22

The highest authority of the cooperative venture company shall be itsboard of directors. It shall decide all major issues concerning thecooperative venture company. Unanimous approval shall be required for anydecisions concerning major issues. As for other matters, approval bymajority or a simple majority shall be required.(Note: It shall be explicitly set out in the contract).

Article 23

The chairman of the board is the legal representative of thecooperative venture company. Should the chairman be unable to exercise hisresponsibilities for any reason, he shall authorize the vice-chairman orany other directors to represent the joint venture company temporarily.

Article 24

The board of directors shall convene at least one meeting every year.The meeting shall be called and presided over by the chairman of theboard. The chairman may convene an interim meeting based on a proposalmade by more than one third of the total number of directors. Minutes ofthe meetings shall be placed on file.

Article 25

The meeting shall be valid only when more than two thirds of the totalnumber of directors attend. In case of absence, the director shall entrustanother person to attend and vote for him with a trust deed.

Chapter 10 Business Management Office

Article 26