193704-1932-Supplementary-Bill-read-a-second-time--Companies — Page 148

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1st Schedule. way and partly in another) as they may think fit, Table A. and a director so appointed shall not, while holding -contd.

that office, be subject to retirement by rotation, or taken into account in determining the rotation or retirement of directors; but his appointment shal! be subject to determination ipso facto if he ceases from any cause to be a director, or if the company in general meeting resolve that his tenure of the office of managing director or manager be determined.

69. The amount for the time being remaining undischarged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not at any time exceed the issued share capital of the company without the sanction of the company in general meeting.

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

(a) Of all appointments of officers made by the

directors;

(b) of the names of the directors present at each meeting of the directors and of any committee of the directors;

(c) Of all resolutions and proceedings at all meetings of the company, and of the directors, and of ccmmittees 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.

71. The seal of the company shall not be affixed to any instrument except by the authority of a resolu- tion of the board of directors, and in the 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.

Disqualification of Directors.

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

(a) ceases to be a director by virtue of section

140 of the Ordinance; or

in

(b) without the consent of the company

general meeting holds any other office of profit under the company except that of managing director or manager; or

(c) becomes bankrupt; or

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

(e) is found lunatic or becomes of unsound

mind; or

(f) resigns his office by notice in writing to the

company; or

(g) is directly or indirectly interested in any contract with the company or participates in the profits of any contract with the company.

Provided, however, that a director shall not vacate his office by reason of his being a member of any corporation which has entered into contracts with or done any work for the company if he shall have declared the nature of his interest in manner required by section 148 of the Ordinance, but the director shall not vote in respect of any such contract or work or any matter arising thereout, and if he does so vote his vote shall not be counted.