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The Pamphlet Collection of Sir Robert Stout: Volume 7


page 19


22. At the first Ordinary Meeting, after the incorporation

At first Ordinary Meeting, Provisional Directors to retire, and election to take place.

of the Company, the whole of the Provisional Directors shall retire from office, whereupon the Company shall elect a Board of Directors in pursuance of Articles 20.
23. At the first Ordinary Meeting in every subsequent

Three Directors to retire annually.

year three of the Directors for the time being shall retire from office.
24. The three Directors retiring during the first

Retiring Directors during first and second years how to be determined.

and second years ensuing the incorporation of the Company shall, unless the Directors agree among themselves, be determined by ballot. In every subsequent

Subsequent years—3 longest in office.

year the three Directors who have been longest in office shall retire.
25. A retiring Director shall be eligible for reelection.

Retiring Director eligible for re-election.

26. The Company at the General Meeting at which

Vacancy by Retirement of Directors to be filled.

any Directors retire, as provided by Article 23, shall fill up the vacated offices by electing a like number of persons.
27. If at any Meeting at which an election of

Adjournment of Meeting, if no election.

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

If no Election at adjourned Meeting, former Directors to continue.

Meeting no election takes place, the former Directors shall continue to act until new Directors are appointed at the first Ordinary Meeting of the following year.
28. The Company may from time to time in

General Meeting may increase or reduce number of Directors.

General Meeting increase or reduce the number of page 20 Directors, and may also determine in what rotation such increased or reduced number is to go out of office.

Qualification of Directors. To give notice

29. No Shareholder shall be qualified to be elected a Director unless he give to the Secretary, or leave at the office, not less than seven days nor more than two months before the day for election of Directors, notice in writing under his hand of his willingness to be elected such Director.

Director shall vacate his office. When?

30. Every Director shall vacate his office on ceasing to be the registered holder of his qualifying number of shares, or becoming bankrupt, or suspending payment, or compounding with his creditors, or being found lunatic, or being of unsound mind, or (except the Board otherwise resolve) ceasing for six successive

No vacation till entry on minutes.

months to attend the meetings of the Board; but until an entry of such vacating of office shall be entered upon the minutes of the Board his acts as a Director shall be valid and effectual.

Director may resign on notice.

31. A Director may at any time give notice, in writing, of his wish to resign, by delivering it to the Secretary, or leaving it at the office, and on the acceptance of his resignation by the Board at their next meeting, but not before, his office shall be declared vacant.

Occasional vacancy in Directory to be filled up by Board.

32. Any occasional vacancy in the Board shall be filled up by the Board, by the appointment of a qualified Shareholder, who shall in all respects stand in the place of his predecessor till the next General Meeting for the election of Directors.

Any Director may be interested in business or company.

33. Any Director, either individually, or as a member of a partnership, company, or corporation, may, page 21 notwithstanding any rule of law or equity to the contrary, be appointed a Managing Director, Agent, or Superintendent of the Company, and may be interested in any operation or business undertaken or assisted by the Company, or in which the Company is interested, and may be appointed to any office under the Board

May be appointed to office.

with or without remuneration.
34. No Director shall be disqualified to act as such

Disqualification of Directors.

by reason of his being a Managing Director, Agent, or Superintendent of the Company, or being otherwise so interested or appointed, as mentioned in the last preceding Article, but he shall not vote on any matters

Voting as to business in which Director interested.

relating to the operation, business, or office in or to which he shall be interested or appointed.
35. The Board may act, notwithstanding any

Board may act not withstanding vacancy.

vacancy or vacancies in their number.
36. A sum of not less than Two Hundred Pounds

Remuneration of Directors.

shall be annually allowed to the Board of Directors for their services, which sum shall be divided between them according to their attendance.