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The Pamphlet Collection of Sir Robert Stout: Volume 88

Powers of Directors

Powers of Directors.

57. The business of the Company shall be managed by the Board who may exercise all such powers of the Company as are not by "The Joint Stock Companies Acts," or by these Articles of Association declared to be exercisable only by the Company in general meeting, subject, nevertheless, to any regulations of these Articles of Association, to the provisions of the said Acts, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate page break any prior act of the Board which would have been valid if such regulation had not been made.

58. The Board shall have power to make such rules, regulations, and bye-laws as to them shall seem meet for the good government of the Company, and for regulating the proceedings of the Board, and for regulating the conduct of all officers, clerks, servants, and others to be employed about the Company's affairs and business, and for the superintendence and management of the Company in all respects; and for regulating the times, modes, and places of payment of all sums to be from time to time paid by the shareholders to the Company, and for enforcing such payments by imposing fines, or by charging interest in case of non-payment; and for regulating the times, modes, and places of payment of all sums to be paid in the ordinary course of business by the Company to the shareholders, or any of them, whether for dividends, interest, or any account what soever; and also for regulating the terms on which the business of the Company shall be carried on, and the payments to be from time to time made to persons who may deposit moneys with the Company at interest or otherwise, and all other rules, regulations, and bye-laws that they may think fit for the good order and government of the affairs of the Company, whether herein specially referred to or not, and from time to time to alter and repeal such rules, regulations, and bye-laws, or any of them, and to make fresh rules, regulations, and bye-laws, but so that none of such rules, regulations, and bye-laws shall be contrary to, or inconsistent with, these articles; and all such rules, regulations, and bye-laws shall be binding on all shareholders, officers, and servants of the Company : Provided nothing therein contained is contrary to law; but any illegal rule, regulation, and bye-law shall not render void or invalidate any other rule, regulation, or bye-law that may have been made by the Board which is not illegal; but the illegal rule, regulation, or bye-law only shall be invalid.

59. The Board shall have power to appoint one of their nnmber to be managing director, who may or may not be chairman of the Board as well, and may appoint and at pleasure remove any agents, secretaries, officers, clerks, or servants, as they shall from time to time deem expedient, and may determine the powers and duties of such managing director, agents, secretaries, officers, clerks or servants, and fix their salaries or emoluments.

60. The Board may in the name and on behalf of the Company, appoint any person or persons to be the attorney or attornies for and on behalf of the Company, to execute in the name and on behalf of the Company, all or any deeds or instruments whatsoever, and to do any acts whatsoever; and they may empower such attorney or attornies to execute any such deeds or instruments under the private page break seal or seals of such attorney or attornies, instead of the common seal of the Company. And every power purporting to be granted by the Company as aforesaid, shall as between the Company their successors and assigns on the one hand, and the person or persons dealing with the attorney or attornies of the Company on the other hand, continue in force, notwithstanding the same power may have been revoked, or the Company wound up or dissolved, until all and every the attornies to whom the same power is given, shall have received notice or information of such revocation, winding up, or dissolution.