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The Pamphlet Collection of Sir Robert Stout: Volume 88

Proceedings of Directors

Proceedings of Directors.

57. The Directors may delegate any of 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 be imposed on them by the Directors.

58. A committee may elect a Chairman of the meetings 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.

59. A committee may meet and adjourn as they think proper Questions at any meetings 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.

60. All acts done by any meeting of the Directors or of a committee of Directors 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 Directors 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.

61. 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 purport- page 12 ing to be the Chairman of any meeting of Directors or committee of Directors shall be receivable in evidence without any further proof.

62.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.