Section 75. Subject to Section 83, in the case of a vacancy of directorship for reason other than expiration of term of office, the board of directors shall elect a person possessed of qualifications and not possessed of disqualifications under Section 68 as the replacement director in the next meeting of board of directors, unless the remaining term of office of the director is less than two months.

The resolution of the board of directors under paragraph one must be supported by votes not less than three-fourths of number of the remaining directors.

The replacement director pursuant to paragraph one may hold only for the remainder of term of office of the director whom be replaces.

Section 76. The meeting of shareholders may pass a resolution to remove any Director prior to the expiration of his term of office with votes not less than three-fourths of number of shareholder attending the meeting and having the right to vote and the total number of shares being of not less than one half of number of shares held by shareholders attending the meeting and having the right to vote.

Section 77. The Board of Directors has powers and duties to manage the company in accordance with the objective, articles of association, and resolutions of meeting of shareholders.
The Board of Directors may entrust one Director or Directors or any other person or persons with any task to be carried out on behalf of the Board of Directors, unless the articles of association provide expressly not to vest the Board of Directors with said powers.

Section 78. The Board of Directors shall elect one of the directors to be the chairman of the board.

The board of directors, upon contemplate thought, may elect one or several directors to be a vice chairman. The vice chairman shall have duties to follow the articles of association in the business entrusted by the chairman of the board.

Section 79. The board of directors shall hold a meeting at least once every three months in the locality in which the head office of the company is situated or a neighboring province, unless the articles of association of the company provide that the meeting be held at other locality.

Section 80. In a meeting of the board of directors, the presence of not less than one half of the total number of directors is required to constitute a forum. In the case where the chairman of the board is not present at the meeting or is unable to perform his duty and if there exists a vice-chairman, the vice-chairman shall preside over the meeting. If there is no vice-chairman or if there is one but he is unable to perform the duty, the meeting shall elect one among themselves to preside over the meeting.

The decisions at the meeting shall be by a majority of votes.

Each director shall have one vote, except the director having interests in any matter who shall have no right to vote in such matter. In the case of an equality of votes, the chainman of the meeting shall give the casting vote.

Section 81. The chairman of the board shall convene the meeting of the board of directors.
If two or more directors request a meeting of the board of directors, the chairman shall appoint a date for the meeting within fourteen days from the date of receipt of such request.

Section 82. In calling a meeting of the board of directors, the chairman or the person assigned by him shall send out a notice of meeting to the directors not less than seven days in advance of the date of the meeting, except in the case of urgency for the purpose of maintaining rights or benefits of the company, the notice of meeting may be served by other means and an earlier date may be fixed for the meeting.

Section 83. In the case where there are vacancies in the boards of directors resulting in the number of directors being less than the number required for a quorum, the remaining Directors may act in the name of the board of directors only to hold a meeting of shareholders in order to elect directors to replace all the vacancies.

The meeting under paragraph one shall be held within one month from the date of the number of directors fails below the number required for a quorum.

The replacement Directors under paragraph one shall hold office only for the remainder of term of office of the respective directors they replace.

Section 84. All affairs of the company done in the name of the company by the board of directors or directors or persons assigned by the board of directors shall be valid and binding upon the company even though if may subsequently appear that there was some flaw in respect of the election, appointment, or qualifications of the directors.

Section 85. In operating business of the company, the directors shall perform their duty in accordance with the law, objective, and articles of association of the company as well as resolution of the meeting of shareholders in good faith and with care to maintain interests of the company.

In the case where any director performs any act or does not perform any act, which was a failure to comply with paragraph one, the company, or the shareholders, as the case may be, action may be taken as follows:
(1) If such act or omission causes damage to the company, the company may claim a compensation from such director.
In the case where the company did not make such claim, one shareholder or shareholders holding an aggregate number of shares not less than five percent of the total number of shares sold may give a written notice requesting the company to make such claim. If the company failed to comply with the request, such shareholder or shareholders may take a legal action to claim compensation on behalf of the company.
(2) If such act or omission may cause damage to the company, any one or more shareholders holding an aggregate number of shares not less than five percent of the total number of shares sold may request the court to order cessation of said commission.
In the case where the shareholders are the persons who took action under paragraph two, they may request the court to order such director removed from office.
The shareholder who took action under paragraph two and paragraph three shall hold shares of the company at the time such director performs or does not perform the act which causes or might cause damage to the company, as the case may be.

Section 86. The Director are forbidden to operate a business of the same nature as and in competition with that of the company, or to enter to be a partner in an ordinary partnership or a partner of limited liability in a limited partnership or a director of a private company or other company which operates a business of the same nature as and in competition with that of the company, whether for their own or others' benefit, unless the meeting of shareholders had been notified prior to appointment thereto.

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