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The Pamphlet Collection of Sir Robert Stout: Volume 88

Rotation Of Directors

Rotation Of Directors.

At the annual general meeting of the Company to be held in February, 1879, all the Directors shall retire from office, and at every subsequent annual general meeting one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third shall retire from office.

62. The one-third or other nearest number to retire at the second page break and third general annual meetings of the Company shall, unless the Directors agree among themselves, be determined by ballot to be taken at a Board meeting not less than one month prior to the date of the general meeting for the election of new Directors. In any subsequent year the one-third or other nearest number who have been longest in office shall retire.

64. A retiring Director shall be eligible for re-election without notice.

65. The Company, at the general meeting at which any Directors retire in manner aforesaid, shall fill up the vacated offices by electing a like number of persons.

66. No shareholder other than a retiring Director shall be eligible for election as a Director, unless notice in writing of the intention to propose such shareholder as a Director under the hand of a share holder shall have been left at the registered office of the Company seven days at least previous to the date of meeting at which such election is to take place.

If at any meeting at which an election of 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 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.

The Company may, from time to time in general meeting, increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office.

Any casual vacancy occurring in the Board may be filled up by the Board, but any person so chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.