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The Pamphlet Collection of Sir Robert Stout: Volume 65

Directors

Directors.

83. The number of Directors shall not be less than seven or more than nine. The following persons shall be the first Directors:—William James Mudie Larnach, Robert Arthur page 22 Lawson, Henderson Law, Edward Bowes Cargill, William Isaac, Henry John Walter, William Baldwin, Donald Stronach, and David Proudfoot, and they shall hold office until the first Ordinary General Meeting in the year 1884.

84. The qualification of a Director shall be the holding of shares or stock in the Company of the nominal value of £500. A Director may act before acquiring his qualification.

85. A Director may resign upon giving one month's notice in writing to the Board of Directors, and such resignation shall take effect upon the expiration of such notice.

86. As remuneration for his services, each Director shall be paid out of the Company's funds the sum of one guinea for each meeting of the Directors at which he shall attend.

87. The continuing Directors may act and their proceedings shall be valid notwithstanding any vacancy in their body so long as there remain three Directors duly qualified to act.

88. The office of Director shall be vacated:—
(a)If he become or be adjudicated bankrupt, or [unclear: execute] any assignment for the benefit of or compound with [unclear: his] creditors.
(b)If he be found a lunatic or become of [unclear: unsound] mind.
(c)If he shall absent himself from the meetings of the Directors during a period of three calendar months without special leave of absence from the Directors.
(d)If he ceases to hold the required amount of [unclear: shares] or stock to qualify him for office, or does not acquire [unclear: the] same within three months from his appointment or [unclear: election] to office.

89. No Director, or intended Director, shall be [unclear: disqualified] by his office from contracting with the Company either as [unclear: vendor] or otherwise, nor shall any such contract or any contract [unclear: on] arrangement entered into by or on behalf of the Company [unclear: with] any company, corporation, or partnership of, or in which any Director shall be a member or otherwise interested, be avoided nor shall any Director so contracting, or being such member, [unclear: or] so interested, be liable to account to the Company for any [unclear: profit] realized by any such contract or arrangement by reason only [unclear: of] such Director holding that office, or of the fiduciary [unclear: relation] thereby established; but no such Director shall vote in respect [unclear: of] any such contract or arrangement, and he shall be bound to dis- page 23 close the nature of his interest therein at the Meeting of the Directors at which the contract or arrangement is resolved, or if his interest then exists, or, in any other case, at the first meeting of the Directors after the acquisition of his interest.