CAP. 32]
1st Schedule, Table C.
-cont.
Companies.
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; (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.
33. 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.
Disqualifications of Directors.
34. The office of director shall be vacated, if the director-
(a) without the consent of the company in general meeting holds any other office of profit under the company; or
(b) becomes bankrupt; or
(c) becomes prohibited from being a director by reason of any order made under section 208 or 260 of the Ordinance; (d) is found lunatic or becomes of unsound mind; or (e) resigns his office by notice in writing to the company; (f) is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in manner required by section 147 of the Ordinance.
A director shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.
Rotation of Directors.
35. 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.
36. 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.
37. A retiring director shall be eligible for re-election.
38. 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.
39. 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.
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Page 220
Page 221
CAP. 32]
1st Schedule, Table C.
-cont.
Companies.
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; (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.
33. 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.
Disqualifications. of Directors.
34. The office of director shall be vacated, if the director- (a) without the consent of the company in general meeting holds any other office of profit under the company; or (b) becomes bankrupt; or
(c) becomes prohibited from being a director by reason of any order made under section 208 or 260 of the Ordinance; (d) is found lunatic or becomes of unsound mind; or (e) resigns his office by notice in writing to the company; (f) is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in manner required by section 147 of the Ordinance.
A director shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.
Rotation of Directors.
35. 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.
36. 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.
37. A retiring director shall be eligible for re-election. 38. 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.
39. 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.
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