323
Bus should give notice
of his
interest.
Restriction
or arrangement entered into by or on behalf of the Bank with any firm, company or corporation of or in which any Director shall be a member or otherwise interested shall be avoided, nor shall any Director so contracting, or being so interested, be liable to account to the Bank for any profit realis- ed by any such contract, arrangement, business or transaction, by reason of such Director holding the office of Director, or of the fiduciary relation thereby established; but any Director so contracting, or being so interested as aforesaid, shall disclose at the meeting of the Board at which the con- tract, arrangement, business or transaction is determined on, the nature of his interest, if it then exists, or in any other case at the first Meeting of the Board after the acquisition of his interest. A Director shall not as a Director vote in respect of any contract, arrangement, business or transac- on voting. tion in which he is so interested as aforesaid, and if he does so vote his vote shall not be counted; but this prohibition shall not apply to any con- tract by or on behalf of the Bank to give to the Directors or any of them any security for advances or by way of indemnity or to a settlement or set- off of cross-claims, and it may, at any time or times, be suspended or relaxed to any extent by a general meeting. A general notice that a Director is a member of any specified firm, company or corporation and is to be regarded as interested in any contract, arrangement, business or transaction with such firm, company, or corporation shall be sufficient disclosure under this regulation and after such general notice it shall not be necessary to give any special notices relating to any particular contract, arrangement, business or transaction with such firm, company or corporation as aforesaid, or otherwise as to the interest of such Director.
Rotation of Directors.
General
notice
of director's interest
sufficient.
93. At the ordinary yearly general meeting to be held in each year Retirement three of the Directors shall retire from office.
94. The Directors to retire under regulation 93 shall be the three who have been longest in ollice since their last election. As between Directors of equal time in office the Directors to retire shall (unless such Directors shall agree among themselves) be selected from among them by lot. The length of time a Director has been in office shall be computed from his last election or appointment whichever is earliest in date.
of directors by rotation
which directors to
retire.
Vacancies
95. The shareholders at any general meeting at which any hectors General retire in manner aforesaid shall fill up the vacated offices by electing a like meeting number of persons to be Directors and without notice in that behalf may fill my all up any other vacancies; but if, from any cause, snch election be not had, or be not completed at that meeting, it may be had or completed at an extraordinary general meeting.
98. Every Director retiring by rotation shall continue to hold office until the termination of the meeting at which his successor is elected, and shall be eligible for re-election.
97. The shareholders may from time to time in general meeting in- crease or reduce the number of Directors, and may alter their qualification and remuneration and may also determine in what rotation such increased or reduced number is to go out of office.
98. The shareholders may by extraordinary resolution remove anv Director before the expiration of his period of office and may appoint an- other qualified person in his stead. The person so appointed shall hold office so long only as the Director in whose place he is appointed would have held the same if he had not been removed.
Retiring director to
remain in office till
end of meet- ing at which
successor
elected and to be eligible for re-election.
Power of general increase or
mecting to
reduce number of directors or to alter
their qua- lification or remuneration or rotation. Power to
reriove
director by
Extra-
ordinary
resolution.