45
f
17
The Board of Directors.
85. Unless and until otherwise determined by a general meeting, the number of Directors shall not be less than seven nor more than twelve.
86. The several persons who shall be in office as Directors at the commen- cement of the Ordinance are to continue as Directors subject to the provisions of these regulations.
87. In every case of a vacancy in the Office of Director, from any cause other than that of retiring by rotation the vacancy may be filled by the Board.
88.-(1) Unless and until the qualification of the Directors be otherwise determined by a general meeting, the qualification of a Director shall be the holding in his own right alone and not jointly with any other party of not less than twenty-five shares in the Bank. No person shall be eligible for appoint- ment as a Director unless he holds such qualification.
Number of Directors.
Present Directors continued.
Board may fill vacan- cies.
Qualification of Directors.
Validity of acts notwith- standing want of
(2) Provided always that all acts done by any person assuming to be a Director shall, notwithstanding his being improperly elected, or his being dis- qualified, 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) qualifica 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.
Eligibility for
re-election,
notwith- standing past disqua- lification.
Directors
may act not- withstanding
89. The continuing Directors may act notwithstanding any vacancy in 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 vacancy. vacancies, act so long as the number is below the minimum.
90. The Board shall be paid out of the funds of the Bank in each 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 meeting) 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—
Remunera- tion of Directors.
When office
of Director
(a) If he becomes bankrupt or has a receiving order made against is vacated.
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, Mana- ger or partner of any corporation, company, partnership or body of persons carrying on business which competes with that carried