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1st Schedule. Table A. -contd.
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Rotation of Directors,
78. At the first ordinary general meeting of the company the whole of the directors shall retire from attice, 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 a multiple of three, then the number nearest one-third, shall retire from office.
74. 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 shali (unless they otherwise agree among themselves) be determined by lot,
75. A retiring director shall be eligible for election.
re-
76. 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 decined to have been re-elected unless at such meeting it is resolved not to fill up such vacated office.
77. 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 increased or reduced number is to go out of office.
78. 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.
79. 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 next following ordinary general meeting, but shall be eligible for election by the company at that meet- ing as an additional director.
80. 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.
81. 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 be 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 summou EL meeting of the directors.
82. 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, and when the number of directors does not exceed three, be two.
$3. The continuing directors may act notwith- standing any vacancy in their body, but, if and so long as their number is reduced below the number
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fixed by or pursuant to the regulations of the com- 1st Schedule, pany as the necessary quorum of directors, the con- Table A. tinuing directors may act for the purpose of increas- contd. ing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.
84. The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present" within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.
35. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so
the exercise of the powers formed shali in delegated conform to any regulations that imposed on it by the directors,
may
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86. A committee may elect A chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.
87. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the chairman shall have a second or casting vote.
88. All acts done by any meeting of the directors or of a committee of directors. or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be director.
Dividends and Reserve.
89. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.
90. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the
company.
91. No dividend shall be paid otherwise than out of profits.
92. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the com- pany dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shail, while carrying interest, be treated for the purposes of this article as paid on the share.
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reserve
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98. The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as reserves which shall, at the discretion of the directors. for be applicable for meating contingencies, or equalising dividends, or for any other purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time to time think fit.
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