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The Pamphlet Collection of Sir Robert Stout: Volume 7

Rotation of Directors

Rotation of Directors

53. At the first ordinary meeting after the incorporation of the Company, the whole of the Directors shall retire from office, and at the first ordinary meeting in every subsequent year one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third shall retire from office.

54. The one-third or other nearest number to retire during the first and second years ensuing the incorporation of the Company shall, unless the Directors agree among themselves, be determined by ballot: In any subsequent year the one-third or nearest number who have been longest in office shall retire.

55. A retiring Director shall be re-elegible.

56. The Company at the general meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons.

57. If at any meeting at which an election of Directors ought to take place no such election is made, the meeting shall stand adjourned till the next day at the same time and place; and if at such adjourned meeting no election takes place, the former page 12 Directors shall continue to act until new Directors are appointed at the first ordinary meeting of the following year.

58. The Company may, from time to time in general meeting, increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office.

59. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, but any person so chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.