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The Pamphlet Collection of Sir Robert Stout: Volume 68



74. The number of Directors shall not be less than five or more than seven. The following persons shall be the first Directors:—Sir Robert Stout, K.C.M.G., William Mouat Bolt, William Thompson, william John Birch, James Wright, and John Smalley Pole, and they shall hold office until the first ordinary general meeting in the year

75. The Directors shall have power to appoint any other persons to be Directors at any time before the ordinary general meeting to be held in the year 1889, but so that the total number of Directors shall not at any time exceed the maximum number fixed by clause 74 hereof.

76. The qualification of a Director shall be the holding of shares in the Company on which no calls are in arrear.

77. 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.

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78. As remuneration for Ins services, each Director shall be paid out of the Company's funds such sum as the Company in general meetings shall appoint.

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

80. The office of Director shall be vacated:—
(a)If he become or be adjudicated bankrupt, or execute any assignment for the benefit of or compound with his creditors.
(b)If he be found a lunatic or become of unsound mind.
(c)If he shall absent himself from the meetings of the Directors during a period of three months without special leave of absence from the Directors.

81. No Director or intending Director, shall be disqualified by his office from contracting with the Company, either as vendor or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any company, corporation 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, or so interested, be liable to account to the Company for any profit realised by such contract or arrangement by reason only of such Director holding that office, or of the fiduciary relation thereby established.