46
47
Director
may contract with bank.
But should give notice of his
interest.
Restriction on voting.
General notice
of director's interest sufficient.
Retirement
of directors
by rotation.
Which directors to retire.
Generat
meeting may fill
vacancies.
Retiring
director to
remain in
office till
end of meet-
ing at which
successor
elected and
to be
eligible for re-election.
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―
on by the Bank. Such consent must be evidenced by writing signed by the Chief Manager pursuant to a resolution of the Board and may be at any time withdrawn by the Board without previous notice.
(g) 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 interest- ed; and no such contract or arrangement, or any contract 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 realised by any such contract, arrange- ment, 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 contract, arrangement, business or transaction is deter- mined on, the nature of his interest, if it then exists, or in any other case at A Director the first Meeting of the Board after the acquisition of his interest. shall not as a Director vote in respect of any contract, arrangement. business or transaction 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 contract 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 contract, firm, company or corporation and is to be regarded as interested in 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.
any
93. At the ordinary yearly general meeting to be held in each year three of the Directors shall retire from office.
94. The Directors to retire under Regulation 93 shall be the three who As between Directors of have been longest in office since their last election. 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 appoint- ment whichever is earliest in date.
95. The shareholders at any general meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number
fill
other up any of persons to be Directors and without notice in that behalf may vacancies; but if, from any cause, such election be not had, or be not completed at that meeting, it may be had or completed at an extraordinary general meeting.
96. 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.
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97. The shareholders may from time to time in general meeting increase Power of or reduce the number of Directors, and may alter their qualification and remune- ration and also determine in what rotation such increased or reduced num-
may ber is to go out of office.
general meeting to increase or reduce number of directors or to alter their qua- lification or remuneration
or rotation.
Power to
director by
remove
98. The shareholders may by extraordinary resolution remove any Direc- tor before the expiration of his period of office and may appoint another qualified person in his stead. The person so appointed shall hold office so long Extra only as the Director in whose place he is appointed would have held the same if he had not been removed.
ordinary resolution.
When candi. date for
director must give notice.
99. Subject to the provisions of regulation 98, no person, not being a re- tiring Director, shall, unless recommended by the Board for election, be eligible office of for election to the office of Director at the general meeting unless he or some shareholder (duly qualified to be present and vote at the meeting for which such notice is given) intending to propose him, has, at least fourteen days before the meeting, left at the Head Office a notice in writing, duly signed and addressed to the Chief Manager, signifying his candidature for the office, or the intention of such shareholder to propose him, as the case may be.
Proceedings of the Board.
of board.
100.(1) A Board meeting shall be convened by the Chief Manager by Convening written notice and shall be held so often as the Board considers that the pur- poses of the Bank require, or at any time upon requisition of two of the Directors who shall specify in writing to the Chief Manager the purpose for which they require the meeting to be held; which purpose shall be communicat ed by the Chief Manager to the other Directors in the notice convening such special meeting. It shall not be necessary to give notice of a meeting of the Board to a Director who is not within the Colony.
(2) Subject to sub-section (1) hereof, the Board shall be convened or adjourned in such manner and at such time or place and subject to such notice of the business to be transacted thereat as the Board may from time to time determine.
101. The Board may determine the quorum necessary for the transaction of business. Until otherwise determined three Directors shall be a quorum.
102. A Director who is interested is to be counted in a quorum notwith- standing his interest. His right of voting is limited by Regulation 92.
103. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.
104. The Board shall from time to time elect one of their members to be the Chairman and another of their members to be the Deputy Chairman of the Board and shall determine the period for which they are respectively to hold office, and they shall respectively continue in office until others are elected in their or either of their stead: it being the intention of these regulations that the duration of office of the Chairman and Deputy Chairman shall be wholly in the discretion of the Board.
105. On the commencement of the Ordinance the Chairman and the Deputy Chairman of the Board then in office shall continue to be the Chairman and the Deputy Chairman respectively of the Board.
Meeting and adjournment
of board.
Quorum of directors.
Director interested to be counted in a quorum,
How ques- tions to be decided.
Chairman and deputy chairman.
Chairman and deputy chairman, at commence- ment of ordinance to continue in
office.
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