193437-1932-Supplementary-Draft-Bill--Companies — Page 157

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1st Schedule. Corporations acting by Representatives at Meetings.

Table C. -contd.

member of the 28. Any corporation which is a company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the be authorised shall company and the person entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the

company.

SO

Directors.

29. The number of directors and the names of the first directors shall be determined in writing by a majority of the subscribers to the memorandum.

30. The remuneration of the directors shall from time to time be determined by the company in general meeting.

Powers and Duties of Directors.

31. The business of the company shall be managed by the directors, who may pay all expenses incurred in getting up and registering the company, and may exercise all such powers of the company as are not by the Ordinance, or by these articles, required to be exercised by the company in general meeting,

to subject nevertheless

any regulation of these articles, to the provisions of the Ordinance, and to such regulations, being not inconsistent with the ">rovisions, as may be aforesaid regulations or prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been vaild if that regulation had not been made.

32. The directors shall cause minutes to be made in books provided for the purpose-

(a) of all appointments of officers made by the

directors;

com-

(b) of the names of the directors present at each

meeting of the directors and of any mittee of the directors;

(c) of all resolutions and proceedings at

meetings of the

company,

all

and of the

directors, and 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 Seal.

A

33. The seal of the company shall not be affixed to any instrument except by the authority of

in the resolution of the board of directors, and presence of a director and of the secretary or such other person as the directors may appoint for the purpose; and that director and the secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

Disqualifications of Directors.

34. The office of director shall be vacated, if the director-

(a) without the consent

of the

general meeting holds any

profit under the company; or

(b) becomes bankrupt; or

in

company other office of

(c) becomes prohibited from being a director by reason of any order made under sections 209 or 261 of the Ordinance;

(d) is found lunatic or becomes of unsound

mind; or