这是昨晚大约11点半钟翻译公司老板安排今天翻译的《公司章程》一份。
Wow, another job that comes late at midnight, huh. "Article of Association" arranged by the boss of a translation company is a cup of tea for me to do today (March 14).
Case 1:用好介词在整个段落中的连接和过渡非常重要依据«中华人民共和国公司法»(以下简称«公司法»)及其他有关法律、行政法规的规定,由赵传阳、 陈风才和阁明泰共同出资设立上海科技有限公司（以下简称“公司”），经全体股东讨论，并共同制订本章程。The articles of association of Shanghai XX Technologies Co., Ltd. (hereinafter referred to as “the Company”), which was officially established with the joint investment by three investors and promotors, XXX, XXX and XXX respectively, are thus formulated through the full discussion among all shareholders in accordance with “the Company Law of the People’s Republic of China” (hereinafter referred to as “the Company Law”) and provisions of the relevant laws and administrative regulations, subject to the terms and conditions as follows:Case 2:公司股东会由全体股东组成，是公司的权力机构,行使下列职权:The shareholders' committee shall comprise(be composed of) all shareholders as the authority (or the organ of power/organ of authority) of the company, and shall exercise its authorities, as follows:
Case 3:对前款所列事项股东以书面形式一致表示同意的，可以不召开股东会会议，直接作出决定，并由全体股东在决定文件上签名、盖章（自然人股东签名、法人股东盖章）。Where any of the matters prescribed in the preceding paragraph are consented or approved by all shareholders in writing, it is not required to convene a meeting of the shareholders' committee. A decision may be directly made with the signatures or seals of all shareholders (the signature of the natural person shareholder and the seal affixed by the institutional shareholder).Case 4:一段汉语却弄成了一句英文。第九条 首次股东会会议由出资最多的股东召集和主持，依照公司法规定行使职权。Article 9: The first meeting of the shareholders' committee shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions and shall exercise his powers according to the provisions of “the Company Law”. Case 5: 股东会会议由董事会召集，董事长主持；董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事主持。The meeting of the shareholders’ committee shall be convened by the board of directors but be presided over by the board chairman. In the event that the board chairman is unable to perform or fails to perform his duties due to any special reason, it shall be presided over by a director jointly recommended by more than half of the directors. Case 6: 董事会不能履行或者不履行召集股东会会议职责的，由监事召集和主持； 监事不召集和主持的，代表十分之一以上表决权的股东可以自行召集和主持。If the board of directors is unable or does not perform its duties in convening and presiding over the meeting of the shareholders’ committee, the meetings thereof shall be convened and presided over by a supervisor. If the supervisor is unable or does not perform his or her duties in convening and presiding over the meeting thereof, such a meeting shall be convened and presided over by a shareholder representing one-tenth (1/10) or more of the voting rights.Case 7: 汉语被动式，英语却是主动式股东会会议由股东按照出资比例行使表决权。Shareholders shall exercise their voting rights at the meeting of shareholders' committee in proportion to their respective shares of capital contribution.>不过英语多采用被动式表述，下面就采用被动式看看如何？The voting rights shall be exercised by shareholdres at the meeting of shareholders' committee in proportion to their respective shares of capital contribution.好像这样也行！Case 8: 股东会会议作出除前款以外**事项的决议，须经代表全体股东三分之二以上表决权的股东通过。Any resolution adopted by the shareholders’ committee other than contents or provisions prescribed in the proceeding Paragraph requires the approval by shareholders representing more than half of the voting rights.Case 9: 公司设董事会，其成员为三人，由股东会选举产生。任期三年。董事任期届满，可以连任。The Company shall have the board of directors, composed of three members/directors to be elected by the shareholders’ committee. Each term of office for the members/directors shall be three years, but they may continue to serve their position at the expiration of their term if they are re-elected.Case 10: 董事任期届满未及时改选，或者董事在任期内辞职导致董事会成员低于法定人数的，在改选出的董事就任前，原董事仍应当依照法律、行政法规和公司章程的规定，履行董事职务。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 company's articles of association. Case 11: 太长的句子，大家读起来好累，那就来简单的句子。董事会决议的表决，实行一人一票。In the voting on a resolution at the meeting of the board of directors, one (1) person shall have one (1) vote.董事会对股东会负责，行使下列职权：The board of directors shall be responsible to the shareholders’ committee and exercise the following functions or authorities:Case 12: 董事会会议须由过半数董事出席方可举行。董事如不能出席董事会会议的，可以书面委托其他董事代为出席，由被委托人依法行使委托书中载明的权力。The resolution at the meeting of shareholders' committee must be adopted by shareholders representing more than a half of the voting rights. Where any director is unable to attend the meeting of the board of directors for a certain reason, he may, by issuing a written power of attorney, entrust another director to attend the meeting on his behalf, and the scope of authorization shall be stated in the power of attorney.Case 13: 董事会对所议事项作出的决定由全体董事人数二分之一以上的董事表决通过方为有效，并应作为会议记录，出席会议的董事应当在会议记录上签名。A resolution over any matter (proposal) under discussion at the meeting of the board of directors must be affirmatively voted by directors representing more than a half of the voting rights with the meeting minutes properly kept accordingly, which shall be signed by directors present at the meeting. Case 14:
