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The Pamphlet Collection of Sir Robert Stout: Volume 88

Proceedings of Directors

Proceedings of Directors.

Meetings of Directors, and regulations for same.

70. The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business, and may elect a Chairman and Deputy-Chairman, and determine the period for which they shall hold office. In the absence of the Chairman and Deputy-Chairman, the Directors present shall choose one of their number to act as Chairman of the meeting. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes, the Chairman of the meeting, in addition to his original vote, shall have a casting vote. The Chairman, or in his page 31 absence the Deputy-Chairman, shall at the request of any two Directors, or in the absence of the Chairman and Deputy-Chairman, any two Directors may at any time summon a meeting of the Directors, and until otherwise determined three Directors shall be a quorum at any meeting.
71. The Directors may delegate any of

Committees of Directors.

their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed, shall, in the exercise of the powers so delegated, conform to any regulations that may he imposed on them by the Directors.
72. A committee may elect a Chairman of

Committee meetings.

the meeting's. If no such Chairman is elected, or if he is not present at the time appointed for holding the same, the members present shall choose one of their number to be Chairman of such meeting.
73. A committee may meet and adjourn

Proceedings of committee meetings.

as they think proper. Questions at any meetings shall he determined by a majority of votes of the members present, and in case of an equal division of votes, the Chairman shall have a casting vote in addition to his original vote.
74. All acts done by any meeting of the

Acts of Directors not invalidated in certain cases.

Directors, or of a Committee of Directors, or by any person acting as a Director, shall, notwithstanding that it he afterwards discovered that there was some defect in the appointment of any such Directors, or persons acting as aforesaid, or that they or any of page 32 them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

Minutes of appointments and of all kinds of meetings.

75. The Directors shall cause minutes to be made in books provided for the purpose
(1.)Of all appointments of officers made by the Directors;
(2.)Of the names of the Directors present at each meeting of Directors and Committees of Directors;
(3.)Of all orders made by the Directors and Committees of Directors; and
(4.)Of all resolutions and proceedings of meetings of the Company, and of the Directors and Committees of Directors :

And any such minutes as aforesaid, if signed by any person purporting to be the Chairman of any ensuing meeting of Directors or Committee of Directors at which such minutes shall have boon read and confirmed, shall be receivable in evidence without any further proof.