【正文】 the board of directors or the acting director is unable or fails to fulfill the duties of convening the shareholders39。 meeting, the board of supervisors or the supervisor of the pany with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on their own initiatives. Article 42 Every shareholder shall be given a notice 15 days before a shareholders39。 meeting is held unless it is otherwise specified by the bylaw or it is otherwise stipulated by all the shareholders. A shareholders39。 meeting shall make the minutes for the decisions about the matters discussed at the meeting. The shareholders who attended the meeting shall affix their signatures to the minutes. Article 43 The shareholders shall exercise their voting rights at the shareholders39。 meetings based on their respective percentage of the capital contributions unless it is otherwise prescribed by the bylaw. Article 44 Unless it is otherwise provided for by this Law, the discussion methods and voting procedures of the shareholders39。 meeting shall be provided for in the bylaw. A resolution made at a shareholders39。 meeting on revising the bylaw, increasing or reducing the registered capital, merger, splitup, dissolution or change of the pany form shall be adopted by the shareholders representing 2 / 3 or more of the voting rights. Article 45 The board of directors established by a limited liability pany shall be posed of 3 up to 13 members unless it is otherwise provided by Article 51 of this Law. If a limited liability pany established by 2 or more stateowned enterprises or other stateowned investors, the board of directors shall include representatives of the employees of the panies. The board of directors of any other limited liability pany may also include representatives of the employees of the pany concerned. The employees39。 representatives who are to serve as board directors shall be democratically elected by the employees of the pany through the general assembly of the representatives of employees, employees39。 assembly of the pany or in any other way. The board of directors shall have one chairman and may have one or more deputy chairmen. The appointment of the chairman and deputy chair shall be specified in the bylaw. Article 46 The term of office of the directors shall be provided for by the bylaw, but each term of office shall not exceed 3 years. The directors may, after the expiry of their term of office, hold a consecutive term upon reelection. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, perform the powers of the directors according to the laws, administrative regulations, as well as the bylaw. Article 47 The board of directors shall be responsible for the shareholders39。 meeting and exercise the following functions:(1) Convening shareholders39。 meetings and presenting reports thereto。(2) Implementing the resolutions made at the shareholders39。 meetings。(3) Determining the pany39。s business and investment plans。(4) Working out the pany39。s annual financial budget plans and final account plans。(5) Working out the pany39。s profit distribution plans and loss recovery plans。(6) Working out the pany39。s plans on the increase or reduction of registered capital, as well as on the issuance of corporate bonds。(7) Working out the pany39。s plans on merger, split, change of the pany form, or dissolution, etc.。(8) Making decisions on the establishment of the pany39。s internal management departments。(9) Making decisions on hiring or dismissing the pany39。s manager and his salary and pensation, and, according to the nomination of the manager, deciding on the hiring or dismissal of vice manager(s) and the persons in charge of finance as well as their salaries and pensations。(10) Working out the pany39。s basic management system。 and(11) Other functions as specified in the bylaw. Article 48 A meeting of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or fails to perform his duties, it may be convened or presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or fails to perform his duties, it may be convened or presided over by a director whom is jointly remended by half or more of the directors. Article 49 Unless it is otherwise provided for by this Law, the discussion methods and voting procedures of the board of directors shall be specified by the bylaw. The board of directors shall make minutes of the decisions about the matters discussed at the meetings thereof. The shareholders who attend the meeting shall affix their signatures to the minutes. In the voting on a resolution of the board of directors, every director shall have one vote. Article 50 A limited liability pany may have a manager, who shall be hired or dismissed upon decision of the board of directors. The manager shall be responsible for the board of directors and shall exercise the following powers:(1)Taking charge of the management of the production and business operations of the pany, organizing the implementation of the resolutions of the board of directors。(2)Organizing the execution of the pany39。s annual business plans and investment plans。(3)Drafting plans on the establishment of the pany39。s internal management departments。(4)Drafting the pany39。s basic management system。(5)Fo