CO129-567-10 Companies Amendment Ordinance- draft bill 15-9-1938 - 28-9-1938 — Page 229

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Rotation of Directors.

-contd.

73. At the first ordinary general meeting of the 1st Schedule. company the whole of the directors shall retire from Table A. office, 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 re- election.

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 deemed 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.

the

81. The directors may meet together for despatch of business, adjourn, and otherwise regulate their meetings, as they think tit. Questions arising at any meeting shall be decided by a majority of votee. 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 summon a 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.

83. 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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