Validity of acts notwith- standing want of qualifica-
tion.
Eligibility
for re-election, notwith- standing
past disqua- lification.
Directors may act not-
246
(2) Provided always that all acts done by any person assuming to be a Director shall, notwithstanding his being improperly elected, or his being disqualified, or his ceasing to be qualified, be as valid and effectual, both against and in favour of the Bank and all other parties (but not in favour of himself) as if he were duly elected and qualified.
(3) A person ceasing to be a Director from disqualification for want of shares shall not on that account merely be ineligible for re-election on again becoming qualified, and a person ceasing to be a Director for absence shall not on that account merely be ineligible for re-election.
89. The continuing Directors may act notwithstanding any vacancy in withstanding their body; but so that if the number of Directors falls below the minimum
above fixed the continuing Directors shall not, except for the purpose of filling vacancies, act so long as the number is below the minimum.
vacancy,
Remunera- tion of Directors.
When office
of Director is vacated.
Director
may contract with bank.
90. The Board shall be paid out of the funds of the Bank in cach year by way of remuneration for their services the sum of fifty thousand dollars, or such other sum as a general meeting may from time to time determine. and such remuneration (subject to any special directions of a general meet- ing) shall be divided among the Directors in such proportions and in such manner as they may from time to time determine.
91. The office of Director shall ipso facto be vacated-
(a) If he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors.
(b) If he becomes a lunatic or of unsound mind, or if all the other Directors shall unanimously resolve that he is physically or mentally incapable of performing the functions of a Director. (c) If he ceases to hold the required number of shares to qualify
him for office.
(d) If he shall have absented himself (such absence not being with leave from the Board or on the affairs of the Bank) from the meetings of the Board for three months in succession, and the Board shall have resolved that his office be vacated.
(e) If by one month's notice in writing to the Bank, sent to the
Head Office, he state his intention to resign his office.
Such resignation shall take effect upon the expiration of such
notice, or its earlier acceptance by the Board.
(f) If he or his firm or any partner therein or representative thereof acts (otherwise than with the consent of the Board) either directly or indirectly as a Director, Managing Director. Manager or partner of any corporation, company, partnership or body of persons carrying on business which competes with that carried on by the Bank. Such consent must be evidenced by writing signed by the Chief Manager pursuant to a resolu- tion of the Board and may be at any time withdrawn by the Board without previous notice.
(a) By the passing of an extraordinary resolution for his removal
under regulation 98.
(h) If he accepts or holds any other office under the Bank.
92. No Director shall be disqualified by his office from entering into a contract or arrangement with the Bank, either as a vendor, purchaser, agent, broker or otherwise, and either personally or by or through any firm. company or corporation in which he may be a partner or shareholder, or from being otherwise interested in any business or transaction in which the Bank is interested; and no such contract or arrangement, or any contract