Companies.
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 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.
71. The seal of the company shall not be affixed to any instrument except by the authority of a resolution 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
(b) without the consent of the company in 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 section 208 or 260 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 147 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.
Rotation of Directors.
73. At the first ordinary general meeting of the company the whole of the directors shall retire from 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 shall (unless they otherwise agree among themselves) be determined by lot.
75. A retiring director shall be eligible for re-election.
[CAP. 32
1st Schedule. Table A.
cont.
223
Companies.
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 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.
71. The seal of the company shall not be affixed to any instrument except by the authority of a resolution 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
(b) without the consent of the company in 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 section 208 or 260 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 147 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.
Rotation of Directors.
73. At the first ordinary general meeting of the company the whole of the directors shall retire from 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 shall (unless they otherwise agree among themselves) be determined by lot.
75. A retiring director shall be eligible for re-election.
[CAP. 32
1st Schedule. Table A.
cont.
223
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