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65. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly unthorised in writing, or, if the appoiutor is corporation, either under the common seal, or under the hand of an officer or attorney so authorised. No person shall not as a proxy unless either he is entitled on his own heball to be present and vote at the meeting at which he nets as proxy, or he has been appointed to art at that nceling as proxy for a corporation.
66. The instrument appointing a proxy and the power of attorney or other authority, if any, ander which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company nor less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
67. An instrument appointing a proxy may be in the following form, or in any other form which the directors shall approve :-
Company, Limited.
"I
of
member of the hereby appoint
being a
Company, Limited,
oľ
my proxy to vote for me and on my behalf at the ordinary or extraordinary, as the case may be] grueral meeting of the company to be held
day of
and at any adjournment thereof.”
Signed this
on the
Directors.
day of
68. The number of the directors and the names of the first directors shall be determined in writing by a majority of the subscribers of the memorandum of ussociation.
69. The remuneration of the directors shall from time
to time be determined by the company in general meeting.
70. The qualification of a director sialt he the bolding of at least one share in the company, and it shall be bie duty to comply with the provisions of section 74 of the Companies Ordinance, 1911.
Powers and Duties of Directors.
71. The business of the company shall be managed by the directors, wito may pay all expenses incurred in getting up and registering the company, and may exercise all such powers of the cotopsny as are not, by the Companies Ordinance, 1911, or any statutory modification thereof for the time being in force, or by these articles, required to be exercised by the company in general meeting, subject nevertheless to any regulation of these articles, to the provisions of the said Ordinance, and 10 such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in generat meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.
72. The directors may from time to time appoint one or more of their body to the office of munaging director or manager for such term, rud at sneh remuneration (whether by way of salary, or commission, or participation in profits, or parity in one way and partly in another) as they may think fit, and a director so appointeil shall not, while bolding that office, be subject to retirement by rotation, or taken into account in determining the rotation of rethement of directors; but his appointment shall be subject to determination 7780o facto if he ceases from any cause tu be a director, or if the company in general meeting resolve that his tenure of the office of manging director or manager be determined.
75. The amount for the time being remaining andis- charged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not at any time exceed the issued
93
share capital of the company without the sauction of the company in general meeting.
74. The directors shall duly comply with the provisions of the Companies Ordinance, 1911, or any statutory modi- fication thereof for the time being in fores, and in particular with the provisions in regard to the registration of the particulars of mortgages and charges affecting the property
of the company, or created by it, and to keeping a register of the directors, onit to sending to the Registrar of Com- panies an annual list of members, and a summary of parti- culars relating thereto, and notice of any consolidation or increase of share capital, or conversion of shares into stock, and copies of special resolutious, and a copy of the register of directors and notifientious of any ebauges therein.
75. The directors shall cause minutes to be made in books provided for the purpesC----
(a) of all appointments of officers made by the
Brectors:
(b) of the names of die directors present at each meeting of the directors and of any committeo of the directors:
(e) of all resolmious and proceedings at all meetings of the company, and of the directors, and of committees of directors,
and every director present at any meeting of directors or committee of directors sin sige his name in a book to he kupt for that purpose.
The Seal.
76. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the hoard of directors, and in the presence of at least two directors and of the secretary or sock other person as the directors may appoint for the purpose; and those two directors and secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their prosenen.
Disqualifications of Directors.
7. The office of director shall be vacated, if the direct-
OF ----
(4) ceases to be a director by virtue of section 7-4 of
the Companies Ordinance, 1911; or
(5) holds any other office of profit under the com- pany except that of maunging director or
munager: ur
(c) becomes brunkrupt; or
(7) is found lunatic or becomes of nusual tuind; or (e) is concerned or participates in the profits of any
contract with the company:
Provided, however, that no director shall varate his office by reason of his being a member of any company which, has entered into contracts with or done any work for the compuny of which he is director: but a director sluill not vote in respect of any such contract or work, and if he does so yote his vote shall not be counted,
Rotation of Directors.
78. At the first ordinary meeting of the company the whole of the directors shall retire from office, and at the ordinary meeting in every subsequent your one-third of the directors for the time being, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from othee.
79. The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day these to retire shall (unless they other wise agree atdong themselves) be determined by lot.
80. A retiring director shall be eligible for co-ciection. 81. The company at the grueral meeting at which u director retires in manur aforesaid ny till up the vacated office by electing a person thereto.
82. If at any meeting at which an election of directors ought to take place the places of the vacating directors are not filled up, the meeting shall stand adjourned till the
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