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The Pamphlet Collection of Sir Robert Stout: Volume 88

Rotation of Directors

Rotation of Directors.

Retirement of Directors.

62. At the first ordinary meeting after the incorporation of the Company, and at the first ordinary meeting in every subsequent year ensuing the incorporation of the Company, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third shall page 29 retire from office. Provided that the first Board of Directors shall hold office for at least one year from the date of the incorporation of the Company.
63. The one-third or other nearest number

Method of retirement of Directors.

to retire during the first and second years ensuing the incorporation of the Company shall, unless the Directors agree among themselves, he determined by ballot, to he taken at a Board meeting, not less than one month prior to the next date of meeting for election of Directors. In any subsequent year the one-third or other nearest number who have been longest in office shall retire.
64. A retiring Director shall be re-eligible

Retiring Director re-eligible without notice.

without notice.
65. The Company at the ordinary meeting

Election of Directors.

at which any Directors retire in manner aforesaid, shall fill up the vacated offices by electing a like number of persons.
66. If at any meeting, at which an election

If Directors not elected, Board may appoint.

of Directors ought to take place, the vacancies are not filled up, the Board shall fill up the same, and the Directors so elected shall have the same tenure of office as if they had been elected by the general meeting.
67. Thirty clear days at least before an ordinary

Notice of proposal for election as Director.

or special general meeting, for the election of Directors, every shareholder intending to propose either himself or any other person as a candidate for election, shall give to the secretary, or other person appointed by the Directors, a notice in writing under his hand, signifying his intention to become a candidate, page 30 or giving the name of the candidate intended to he proposed by him, and in default thereof the candidate shall not he eligible, hut this rule shall not apply to a Director retiring from office by rotation who desires to he re- elected.

Increase or reduction of number of Directors.

68. The Company may, from time to time in general meeting, increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office.

Casual vacancy in Board of Directors.

69. Any casual vacancy occurring in the Board of 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.