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The Pamphlet Collection of Sir Robert Stout: Volume 68

Proceedings of Directors

Proceedings of Directors.

91. The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit, and may determine the quorum necessary for the transaction of business, and until otherwise determined, three Directors shall be a quorum. A Director may, and the Secretary upon the request of a Director shall at any time summon a meeting of the Directors.

92. Questions arising at any meeting of Directors shall be decided by a majority of votes, and, in case of an equality of votes, the chairman shall have a second or casting vote.

93. The Directors may elect a chairman of their meetings, and may determine the period for which he is to hold office, but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holding the same, the Directors present shall choose some one of their number to be chairman of such meeting.

94. A meeting of Directors, at which a quorum is present, shall be competent to exercise all or any of the authorities, powers and discretions by or under these presents vested in or exercisable by the Directors generally.

95. 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 from time to time be imposed on it by the Directors.

96. The meetings and proceedings of any such committee, consisting of two or more members, shall be governed by the provisions herein contained for regulating the meeting and proceedings of Directors so far as the same are applicable thereto, and are not superseded by the express terms of the appointment of the committee or by any such regulations as aforesaid.

97. All acts done at any meeting of the Directors, or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or persons acting as page 16 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.

98. A resolution in writing, signed by all the Directors, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted.

99. If any of the Directors shall be called upon to perform extra services or to make any special exertions in going or residing abroad or away from his usual place of abode for any of the purposes of the Company or otherwise howsoever the Company shall remunerate the Director or Directors so doing either by a fixed sum or by a percentage of profit or otherwise as may be determined, and such remuneration may be either in addition to or in substitution for his or their remuneration provided by Clause 78 hereof.

100. A Director may hold any other office under the Company in conjunction with his office of Director.