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The Pamphlet Collection of Sir Robert Stout: Volume 88

Rotation of Directors

Rotation of Directors.

62. At the second ordinary meeting after the incorporation of the Company, which shall be deemed to be the first annual meeting, and at the annual meeting in every following year, 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. Provided that page 17 the first Board of Directors shall hold office for at least one year from the date of the incorporation of the Company.

63. The one-third or nearest number to retire during the movies first and second years ensuing the incorporation 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 next date of meeting for election of 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 re-eligible without notice.

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

66. If at any meeting, at which an election of Directors ought to take place, the vacancies are not filled up, the the Board of Directors shall fill up the same, and the Directors so elected shall have the same tenure of office as if they had been elected by the general meeting.

67. Thirty clear days at least before an ordinary meeting tor the election of Directors, every shareholder intending to propose either himself or any other person as a candidate for election, shall give to the secretary, or other person appointed by the Directors, a notice in writing, under his hand, signifying his intention to become a candidate, or giving the name of the candidate intended to be proposed by him and in default thereof the candidate shall not be eligible, but this rule shall not apply to a Director retiring from office by rotation who desires to be re-elected.

68. 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.

69. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, 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.