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The Pamphlet Collection of Sir Robert Stout: Volume 88

Powers of Directors

Powers of Directors.

46. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are Dot by "The Joint Stock Companies Act, 1860," or by the Articles of Association (if any) declared to be exercisable by the Company in general meeting, subject nevertheless to any regulations of the Articles of Association to the provisions of this Act, 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 any prior act of the Directors which would have been valid if such regulation had not been made.

46a. The Directors shall have power to make such rule regulations and bye-laws as to them shall seem meet for the good government of the Company, and for regulating the proceedings of the Directors, and for regulating all officers, page 16 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 lines, 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 on any account whatsoever; 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 or repeal such rules, regulations, and bye-laws, or any of them, and to make fresh rules, regulations, and bye-laws; and all such rules, regulations, and bye-laws, shall be binding upon all shareholders, officers, and servants of the Company, provided nothing therein contained is contrary to law, but any illegal rule, regulation, or bye-law, shall not render void or invalidate any other rule, regulation, or bye-law, that may have been made by the Directors which is not illegal, but the illegal rule, regulation, or bye-law only shall be invalid.

46B. The Directors shall have power to appoint one of their number to be Managing Director, and to pay to him such salary as they shall think tit.