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share capital of the company without the sanction 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 forec, 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, and to souding to the Registrar of Com panies au sonual 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 resolutions, and a copy of the register of directors and notifientious of any changes therein.
75. The directore shall cause minates 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 committee of the directors ;
(e) of all resolutions and proceedings at all meetings
of the company, and of the directors, mud 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 Seul.
76. 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 at least two directors and of the secretary or such other person as the directors may appoint for the purpose; and those two directors and socretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
or
Disqualifications of Director..
77. The office of director shall be vacatel, if the direct-
(a) ceases to be a director by virtue of section 74
of the Companies Ordinance, 1911; or
() holds any other office of profit under the corn-
pany except that of managing director Gr manager; or
(c) becomes brankrupt; or
(d) is found lunatic or becomes of anɛound mind; or
(*) is concerned or participates in the profits of any
contract with the company:
Provided, however, that no director shall vacate bis office by reason of his being a member of any company which has entered into contracts with or done any work for the company of which he is director: but a director shall not vote in respect of any such contract or work, and
if he does so rote 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 year 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 office.
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 those to retire shall (unless they otherwise agree among themselves) be determined by lot.
80. A retiring director shall be eligible for re-election. 81. 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.
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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same day in the next week at the same time and place, and, if at the adjourned meeting the places of the vacating directors are not filled up, the vacating directors, or suck of them as have not had their places filled up, shall be deemed to have been re-elected at the adjourned meeting.
83. The company may from time to the iu general meeting increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.
94. Any casual vacancy occuring in the hoard of di- rectors 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 di- rector in whose place he is appointed was last elected n director.
85. The directors shall have power at any time, and from time to time, to appoint a person as an additional director who shall retire from office at the west following ordinary general meeting, but shall be eligible for election hy the company at that meeting as an additional director.
86. 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 so appointed 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.
Proceedings of Directors.
87. The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fir. Questions arising at any meeting shall be decided by a majority of votes. Ju case of an equality the chairmau shall have o servit or casting vote. A director may, and the secretary on the requisition of a director shall, at any time sumou a meeting of
of
votes
the directors.
88. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall (when the number of directors exceeds three) be three.
89. The contiuning directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number tixed by or pursuant to the regulations of the company as the necessary quorum of directors, the continuing directors may net for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.
90. The directors may elect a chairman of their meetings and determine the period for which he is to hold offico; bar, if no such chairman is elected, or if at any meeting the chairman is not present within five minutes of the sime appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.
91. The directors may degate any of their powers to committees consisting of such member or members of their body as they think fit: any comitice so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.
92. A committee may elect a chairman of their meetings: if no such chairman is elected, or if at any weeting the chairman is not present within five minutes after the time appointed for hohling the same, the members present may choose one of their number to be ebairman of the meeting.
93. A committee may meet and adjourn as they think proper. Questions arising at any meeting shall be deter- mined by a tanjority of votes of the members present, and in case of an equality of votes the chairman' shall bave a second or casting vote.
94. All nets done by any meeting of the directors or of a conmmittee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards
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