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The Pamphlet Collection of Sir Robert Stout: Volume 65

Rotation of Directors

Rotation of Directors.

90. At the Ordinary General Meeting to be held in the year 1884, and at every succeeding Ordinary General Meeting one-third of the Directors, or if their number is not a multiple of three, then the number nearest to, but not exceeding one-third shall retire from office.

91. The one-third, or other nearest number, to retire at the Ordinary Meeting to be held in the year 1884, shall, unless the Directors agree among themselves, be determined by ballot. In every subsequent year the one-third or other nearest number who have been longest in office, since the last election or appointment, shall retire As between two or more Directors who have been in office for the like period the Director to retire shall in default of agreement between them be selected by ballot.

92. A retiring Director shall be eligible for re-election.

93. The Company at any General Meeting at which any Directors retire in manner aforesaid, shall fill up the vacated offices by electing a like number of persons to be Directors.

94. If at any General Meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled up, the retiring Directors or such of them as have not had their places filled up, shall continue in office until the Ordinary Meeting in the next year, and so on from year to year until their places are filled up, unless it shall be determined at such General meeting to reduce the number of Directors. A Director retiring by rotation at any General Meeting shall be deemed to continue in office until the close of the meeting.

95. The Company in General Meeting may from time to time increase or reduce the number of Directors, and alter their qualifications, and may also determine in what rotation such increased or reduced number is to go out of office.

96. The Company may by special resolution remove any Director before the expiration of his period of office, and appoint another person in his stead, and the person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.

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97. Any casual vacancy occurring among the Directors may be filled up by the Directors, but any person so chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.

98. No person not being a retiring Director shall, [unclear: unless] recommended by the Directors for election, be eligible [unclear: as a] Director at any General Meeting, unless he or some other Member intending to propose him has, at least seven clear days before the meeting, left at the office of the Company a notice in writing under his hand, signifying his candidature for the office or [unclear: the] intention of some Member to propose him.