CO129-436 - Acting Governor Claud Sever & Governor Sir May & Public Offices - 1916 [11-12] — Page 254

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Rotation and retirement.

Order of retirement.

Filling of vacancies.

Retiring Directors to remain in office until successors appointed.

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his interest and that no Director shall, as a Director, vote in respect of any contract or arrangement in which he is so interested as aforesaid, and if he do so vote his vote shall not be counted but this prohibition shall not apply to the agreement mentioned in article 3 hereof or to any matters arising thereout or to any contract by or on behalf of the Company 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.

Rotation of Directors.

156. At the first Ordinary General Meeting to be held after the expiry of one year from the incorpora- every succeeding tion of the Company and at Ordinary General Meeting in each year one of the A retiring Director Directors shall retire from office. shall retain office until the dissolution of the Meeting at which his successor is elected.

157. The two to retire at the Ordinary Meeting to be held in the year 1917 shall unless the Directors In agree among themselves be determind by lot. every subsequent year the two who have been longest in office shall retire and as between two who have been in office an equal length of time, the Director to retire shall, in default of agreement between them be determined by lot. The length of time a Director has been in office shall be computed from his last election or appointment where he has previously vacated office. A retiring Director other than permanent shall be eligible for re-election.

158. The Company at any General Meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons to be Directors and without notice in that behalf may fill up any other vacancies.

159. If at any General Meeting at which an election of Directors ought to take place the place of a retiring Director is not filled up, the retiring Director or such of them as have not had their places filled up, shall

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be deemed to have been re-elected and shall if willing continue in office until the next ordinary meeting in the next year and so on from year to year until their places are filled up, unless it shall be determined at such meeting on due notice to reduce the number of ordinary Directors other than premanent.

General

160. The Company may from time to time in Power of General Meeting increase or reduce the number of Meeting to Directors and may alter their qualification, and may increase or also determine in what rotation such increased or reduce. reduced number is to go out of office, other than permanent.

Director.

161. The Company may by Extraordinary Resolu- Power to tion remove any Director before the expiration of his remove period of office and by a like resolution appoint another qualified person in his stead. The person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.

162. Any casual vacancy occurring among the The Directors

may fill up Directors may be filled up by the Directors but any casual person so chosen shall retain his office so long only vacancies. as the vacating Director would have retained the same if no vacancy had occurred.

date for office

163. No person not being a retiring Director shall When candi- unless recommended by the Directors for election, be of Director eligible for election to the office of Director at any must give General Meeting unless he or some other member notice. intending to propose him has at least five clear days before the meeting left at the Head Office a notice in writing duly signed signifying his candidature for the office or the intention of such member to propose him.

notification

164. The Company shall keep at its Registered Register of Office a register containing the names and addresses Directors and and occupations if its Directors and shall send to the of changes to Registrar of Companies a copy of such register and Registrar. shall from time to time notify to the Registrar any change that takes place in such Directors as required by Section 76 of the Companies Ordinance 1911.