Retirement of Directors how determined.
Qualification of Directors,
If election not made, Meeting to stand adjourned for purpose of election.
Directors may resign.
Remuneration of Board.
When Office of Director to be vacated.
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105.-The Directors to retire shall do so by rotation or in such other manner as the Board may arrange.
106. No person shall be eligible to the office of Director unless he be a Shareholder.
107. If at any Meeting at which any election of Members of the Board should take place, no such election be made, the Meeting shall adjourn to such time and place as it shall decide; and if at the adjourned Meeting no election take place, the Directors to retire shall continue in office until the next Ordinary Yearly Meeting.
108.--A Director may at any time give notice in writing of his wish to resign by delivering such notice to the Secretary, or leaving it at the Registered Office of the Company; and, on the acceptance of his resignation by the Board, but not before, his office shall be vacant.
109. THE BOARD shall be entitled to set apart and receive for their remuneration in each and every Year a Sum of money not exceeding $7,000 which shall be allotted to, and be divided amongst the Board in such manner as the Board may, from time to time, determine.
110. A Director shall vacate his office :-
1.-If he accept or hold any other office under the Board.
2.-If he become bankrupt, compound with his Creditors, execute a Deed of Inspectorship or arrangement.
3.-If he be declared lunatic, or become of unsound mind.
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4. If he be absent from the Board for more than Three consecutive Meetings without the consent of the Board.
5. If he cease to be a Shareholder.
111.-THE COMPANY, in Extraordinary Meeting, may, by a Resolution passed by the votes of Shareholders holding in the aggregate at least One-half of the Registered Shares, remove any Director before the expiration of his period of office, and appoint a qualified Shareholder in his stead, and the Director so appointed shall, in all respects, stand in the place of his predecessor.
XII-Powers and Proceedings of the Board,
112.-THE BOARD, in addition to the powers and authorities by the Ordinances or by these Presents expressly conferred upon it, may exercise all such powers, give all such consents, make all such arrangements, and generally do all such acts and things as are or shall be by the Ordinances and these Presents directed or authorized to be exercised, given, made, or done by the Company, and are not hereby expressly directed to be exercised, given, made, or done by the Company in Meeting, but subject nevertheless to the Provisions of the Ordinances and of these Presents, and subject also to such (if any) regulations as shall be from time to time prescribed by the Company in Meeting. But no Regulation made by the Company in Meeting shall invalidate any prior act of the Board which would have been valid if the Regulation had not been made.
Powers of Board.
113.-THE BOARD shall meet for the despatch of business at such times and places as it thinks fit, and may from time to time make such regulations as it thinks proper for summoning and holding its Meetings, and for the transaction of business thereat.
Page 160
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` for paragraphs. Spelling corrections and spacing fixes have been made according to the rules provided. The original page numbering has been preserved.
Retirement of Directors how dctermined.
Qualification of Directors,
If election not
made, Meeting to stand adjour·· ned for purpose of election.
Directors may resign.
Remuneration of Board.
When Office of
Director to be vacated.
-20-
105.-The Directors to retire shall do so by rotation or in such other mumer as the Board may arrange.
106. No person shall be eligible to the office of Director unless he be a Shareholder.
107.Je at any Meeting at which any election of Members of the Bourd should take place, no such election be made, the Meeting shall adjourn to such time aud place as it shall decide; and if at the adjourned Meeting no election take place, the Directors to rotire shall continue in office until the next Ordinary Yearly Meeting.
108.--A Director may at any time give notice în writing of his wish to resign by delivering such votice to the Secretary, or leaving it at the Registered Office of the Company; and, on the acceptance of his resiguation by the Board, but not before, his office shall be vacant.
109. THE BOARD shall be entitled to set apart and recoive for their remuneration in each and every Year a Sum of money not exceeding $7,000 which shall be allotted to, and be divided amongst the Board in such manner as the Board may, from time to time, determine.
110.A Director shall vacate his office :-
1.-If he accept or hold any other office under the
Board.
2.-If he become bankrupt, compound with his Creditors, execute a Deed of Inspectorship or arrangement.
3.-If he be declared lunatic, or become of unsound
mind.
-21-
4.If he be absent from the Board for more than Three consecutive Meetings without the con-- sent of the Board.
5.If he cease to be a Shareholder.
111.-THE COMPANY, in Extraordinary Meeting, may,
Director sy be removedind successor ap-
pointed at
by a Resolution passed by the votes of Shareholders hold- ing in the aggregate at least One-half of the Registered Shares, remove any Director before the expiration of his Extraordinary period of office, and appoint a qualified Shareholder in his Meeting. stead, and the Director so appointed shall, in all respects, stand in the place of his predecessor.
XII-Powers and Proceedings
of the Board,
112.-THE BOARD, in addition to the powers and au- thorities by the Ordinances or by these Presents expressly conferred upon it, may exercise all such powers, give all such consents, make all such arrangements, and generally do all such acts and things as are or shall be by the Ordinances and these Presents directed or authorized to be exercised, given, made, or done by the Company, and are not hereby expressly directed to be exercised, given, made, or done by the Company in Meeting, but subject nevertheless to the Provisions of the Ordinances and of these Presents, and subject also to such (if any) regulations as shall be from time to time prescribed by the Company in Mesting. But no Regulation made by the Company in Meeting shall invalidate any prior act of the Board which would have been valid if the Kegulation had not been made.
Powers of Board.
113.-THE BOARD shall meet for the despatch of busi- Meeting of ness at such times and places as it thinks fit, and may Board. from time to time make such regulations as it thinks proper for summoning and bolding its Meetings, and for the transaction of business theroat.
1
160
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