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The Pamphlet Collection of Sir Robert Stout: Volume 68

Powers of Directors

Powers of Directors.

101. The management of the business and the control of the Company shall be vested in the Directors who, in addition to the powers and authorities by these presents expressly conferred upon them may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by Statute expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to such regulations not being inconsistent with these presents as may from time to time be made by extraordinary resolution of the Company, but no regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

102. Without prejudice to the general powers conferred by the last preceding clause and to the other powers and authorities conferred as aforesaid, it is hereby expressly declared that the Directors shall be entrusted with the following powers:—
(1)They may pay all or any of the costs, charges, and! expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company.
(2)They may purchase or otherwise acquire for the Company any property, rights, or privileges, which the Company is authorised to acquire at such price and generally on such terms and condition as they may think fit.
(3)They may at their discretion pay for any property or rights acquired by, or services rendered to the Company either wholly or partially, in cash or in shares, bonds, debentures, or other securities of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon and any such bonds, debentures, or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital, or not so charged.
(4)They may secure the fulfilment of any contracts or engagements entered into by the Company, by mortgage or charge of all page 17 or any of the property of the Company (including its unpaid capital for the time being), or in such other manner as they may think fit.
(5)They may appoint and at their discretion remove or suspend such manager, secretaries, officers, clerks, agents, and servants for permanent, temporary, or special services as they may from time to time think fit, and may invest them with such powers as they may think expedient, and may determine their duties, and fix their salaries or emoluments and may require security in such instances and to such amount as they think fit.
(6)They may attach to any shares to be issued as the consideration or part of the consideration for any contract with or property squired by the Company such conditions as to transfer thereof as they think fit; they may give to members doing business with the Company any special rights, privileges, and benefits which may seem expedient.
(7)They may appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, and may execute and do all such deeds and things as may be requisite to vest the same in such person or persons.
(8)They may execute, in the name and on behalf of the Company, such mortgages, charges, and other securities on the Company's property (present and future), including its uncalled capital, as they think fit, in favour of any Director or Directors of the Company who may incur, or be about to incur, any personal liability, whether as principal or surety, for the benefit of the Company, and any such instrument may contain a power of sale, and such other powers, covenants and provisions, as may be agreed on.
(9)They may institute, conduct, defend, compound, or abandon any legal proceedings by and against the Company or its officers, or otherwise concerning the affairs of the Company, and also may compound and allow time for payment or satisfaction of any debts due, and of any claims or demands by or against the Company.
(10)They may refer any claims or demands by or against the Company to arbitration, and observe and perform the awards.
(11)They may make and give receipts, releases, and other discharges for money payable to the Company, and for the claims and demands of the Company.
(12)They may act on behalf of the Company in all matters relating to bankrupts and insolvents.
(13)They may invest any of the moneys of the Company not immediately required for the purposes thereof, upon such securities and in such manner as they may think fit, and they may from time to time vary or realize such investments.
(14)They may give any officer or other person employed by the Company, a commission on the profits of any particular business or transaction, or a share in the general profits of the Company, and such interest, commission, or share of profits shall be treated as part of the working expenses of the Company.page 18
(15)They may from time to time make, vary, and repeal bye-laws for the regulation of the business of the Company, its officers and servants, or the members of the Company, or any section thereof.
(16)They may enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the Company as they may consider expedient for, or in relation to any of matters aforesaid or otherwise for the purposes of the Company.