34
Validity of acts notwith- standing
want of
qualifica-
tion.
Eligibility
for re-election, notwith- standing past disqua
lification.
Directors may act not- withstanding
vacancy.
Remunera- tion of Directors.
When office
of Director
is vacated.
Director
may contract with bank.
22
(2) Provided always that all acts done by any person assuming to be a Director shall, notwithstanding his being improperly elected, or his being disqualified, or his ceasing to be qualified, be as valid and effectual, both against and in favour of the Bank and all other parties (but not in favour of himself) as if he were duly elected and qualified.
(3) A person ceasing to be a Director from disqualification for want of shares shall not on that account merely be ineligible for re-election on again becoming qualified, and a person ceasing to be a Director for absence shall not on that account merely be ineligible for re-election.
89. The continuing Directors may act notwithstanding any vacancy in their body; but so that if the number of Directors falls below the minimum above fixed the continuing Directors shall not, except for the purpose of filling vacancies, act so long as the number is below the minimum.
90. The Board shall be paid out of the funds of the Bank in each year by way of remuneration for their services the sum of fifty thousand dollars, or such other sum as a general meeting may from time to time determine, and such remuneration (subject to any special directions of a general meet- ing) shall be divided among the Directors in such proportions and in such manner as they may from time to time determine.
91. The office of Director shall ipso facto be vacated-
(a) If he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors. (b) If he becomes a lunatic or of unsound mind, or if all the other Directors shall unanimously resolve that he is physically or mentally incapable of performing the functions of a Director.
(c) If he ceases to hold the required number of shares to qualify
him for office.
(d) If he shall have absented himself (such absence not being with leave from the Board or on the affairs of the Bank) from the meetings of the Board for three months in succession, and the Board shall have resolved that his office be vacated.
(e) If by one month's notice in writing to the Bank. sent to the
Head Office, he state his intention to resign his office.
Such resignation shall take effect upon the expiration of such
notice, or its earlier acceptance by the Board.
(f) If he or his firm or any partner therein or representative thereof acts (otherwise than with the consent of the Board) either directly or indirectly as a Director, Managing Director, Manager or partner of any corporation, company, partnership or body of persons carrying on business which competes with that carried on by the Bank. Such consent must be evidenced by writing signed by the Chief Manager pursuant to a resolu- tion 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 interested; and no such contract or arrangement, or any contract
23.
of his
interest.
on voting.
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 realis- ed by any such contract, arrangement, business or transaction, by reason of such Director holding the office of Director, or of the fiduciary relation But should thereby established; but any Director so contracting, or being so interested give notice as aforesaid, shall disclose at the meeting of the Board at which the con- tract, arrangement, business or transaction is determined on, the nature of his interest, if it then exists, or in any other case at the first Meeting of the Board after the acquisition of his interest. A Director shall not as a Restriction Director vote in respect of any contract, arrangement, business or transac- tion 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 con- tract 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 firm, company or corporation and is to be notice regarded as interested in any contract, arrangement, business or transaction with such firm, company, or corporation shall be sufficient disclosure under inficient. 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.
General
of director's interest
93. At the ordinary yearly general meeting to be held in each year Retirement three of the Directors shall retire from office.
of directory by rotation.
directors to retile.
94. The Directors to retire under regulation 93 shall be the three who which have been longest in office since their last election. As between Directors of 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 appointment whichever is earliest in date.
ונת
fill
vacancies.
95. The shareholders at any general meeting at which any Directors General retire in manner aforesaid shall fill up the vacated offices by electing a like meeting number of persons to be Directors and without notice in that behalf may fill up any other 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.
Retiring director to
reznain in office till
end of meet- ing at which
successor elected and
to be
eligible for re-election.
Power of
97. The shareholders may from time to time in general meeting in- crease or reduce the number of Directors, and may alter their qualification gra and remuneration and may also determine in what rotation such increased or reduced number is to go out of office.
increase or
meeting to
reduce
number of directors or
to alter their qua-
lification or remuneration
or rotation.
reriove
98. The shareholders may by extraordinary resolution remove any Power to Director before the expiration of his period of office and may appoint an- other qualified person in his stead. The person so appointed shall hold Extra- office so long only as the Director in whose place he is appointed would ordinary have held the same if he had not been removed.
director by
resolution.
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