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The Pamphlet Collection of Sir Robert Stout: Volume 88
Proceedings Of Directors
Proceedings Of Directors.
70. The Board may meet for the despatch of business, may adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes, each Director having only one vote. In case of an equality of votes the Chairman, in addition to his original vote, shall have a casting vote. The Chairman or any two Directors may at any time summon a meeting of the Board.
71. The Board may elect a chairman of their meetings, and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holding the same or being present declines to act, the Directors present shall choose one of their number to be Chairman of such meeting.
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72. The Board may delegate any of their powers to Committees consisting of such Directors as they think fit. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Board.
73. A Committee may elect a chairman of its meetings. If no such chairman is elected, or if he is not present at the time appointed for holding the same or being present declines to act, the members present shall choose one of their number to be chairman of such meeting.
74. A Committee may meet and adjourn as they think proper. Questions at any meeting shall be 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 additon to his original vote.
75. All acts done by a resolution passed at any meeting of the Board, or at a committee of the Board, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
76. The Board may act, notwithstanding any vacancy or
vacancies in their number.
| (1.) | Of all appointments of officers made by the Directors. |
| (2.) | Of the names of the Directors present at each meeting of the Board and Committee of the same. |
| (3.) | Of all orders made by the Board and Committees of the Board. |
| (4.) | Of all resolutions and proceedings of meetings of the Company, and of the Board and Committees of the Board. And any such minutes as aforesaid, if signed by any person purport ing to be the chairman of any meeting of the Company, the Board, or Committee of the Board, at which such minutes shall have been read and confirmed, shall be receivable in evidence without any further proof. |
78. The Company in general meeting may, by a special resolution, remove any Director before the expiration of his period of office, and appoint another qualified person in his stead; 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.