376
158
-
159
377
for 149 of the Act"
for "Clet"
do.
1st Schedule. Corporations acting by Representatives at Meetings,
Table C. -contd.
28. Any corporation which is a member of the company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the be company and the person authorised shall entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the
company.
90
Directors.
29. The number of directors and the names of the first directors shall be determined in writing by a majority of the subscribers to the memorandum.
30. The remuneration of the directors shall from time to time be determined by the company in general meeting.
Powers and Duties of Directore.
31. The business of the company shall be managed by the directors, who may pay all expenses incurred in getting up and registering the company, and may exercise all such powers of the company as are not by the Ordinance, or by these articles, required to he exercised by the company in general meeting, subject nevertheless to any regulation of these articles, to the provisions of the Ordinance, and to such regulations, being not inconsistent with the foresaid regulations or rovisions, 88 may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been vaild if that regulation had not been made.
32. The directors shall cause minutes to be made in books provided for the purpose-
(a) of all appointments of officers made by the
directors;
(b) of the names of the directors present at each meeting of the directors and of any com. mittee of the directors;
all
(c) of all resolutions and proceedings at
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 shall sign his name in a book to be kept for that purpose.
The Seal.
33. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the board of directors, and in the presence of a director and of the secretary or such other person as the directors may appoint for the purpose; and that director and the secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
Disqualifications of Directors.
34. The office of director shall be vacated, if the director-
(a) without the consent of the company
general meeting holds any other office of profit under the company; or
in
for "214 or 215 of the Act"
(b) becomes bankrupt; or
(c) becomes prohibited from being a director by reason of any order made under sections 209 or 261 of the Ordinance:
(d) is found lunatic or becomes of unsound
mind; or
(e) resigns his office by notice in writing to the 1st Schedule..
company;
in any
is directly or indirectly interested contract with the company and fails to declare the nature of his interest in manner required by section 148 of the Ordinance.
A director shall not vote in respect of any contract in which he is interested or
any matter arising thereout, and if he does so vote his vote shall not be ecunted.
Table C.
-contd.
Rotation of Directors.
35. At the first ordinary general meeting of the company the whole of the directors shall retire from odice, and at the ordinary general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three or multiple of three, then the number nearest one-third, shall retire from office.
36. 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 those to retire shall (unless they otherwise agree among themselves) be determined by lot.
37. A retiring director shall be eligible for re- election.
38. The company at the general meeting at which a director retires in manner aforesaid may fill up the vacated office by electing a person thereto and in default the retiring director shall be deemed to have been re-elected unless at such meeting it is resolved uot to fill up such vacated office.
39. The company may from time to time in general meeting increase or reduce the number of directors, and may also determine in what rotation the increas-
ed or reduced number is to go out of office.
40. Any casual vacancy occurring in the board of directors may be filled up by the directors but the person so chosen shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.
41. The directors shall have power at any time, and from time to time, to appoint a person as an additional director who shall retire fron office at the next following ordinary general meeting, but shall be eligible for election by the company at that meeting as an additional director.
42. The company may by extraordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead. The person sọ appointed shall be subject to 'retirement at the same time as if he had become a director on the day ou which the director in whose place he is appointed was last elected a director.
Proceedings of Directors.
43. The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall he decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors.