directors shall preside as chairman at every meeting of the company.

(34.) If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the shareholders present shall choose some one of their number to be chairman of such meeting.

(35.) The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(36.) At any general meeting, unless a poll is demanded by at least five shareholders, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(37.) If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the company in general meeting.

VOTES OF SHAREHOLDERS,

(38.) Every shareholder shall have one vote for every share up to ten; he shall have an additional vote for every five shares beyond the first ten shares up to one hundred, and

an additional vote for every ten shares held by him beyond the first hundred shares. (39.) If any shareholder is a lunatic or idiot, he may vote by his committee, curator bonis, or other legal curator; and if any shareholder is a minor, he may vote by his guardian, tutor, or curator, or any one of his guardians, tutors, or curators, if more than one.

(40.) If one or more persons are jointly entitled to a share or shares, the person whose name stands first in the register of shareholders as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same.

(41.) No shareholder shall be entitled to vote at any meeting unless all calls from him have been paid, nor until he shall have been possessed of his shares three calendar months, unless such shares shall have been acquired or shall have come by bequest, or by marriage, or by succession to an intestate's estate, or by the custom of the City of London, or by any deed of settlement after the death of any person who shall have been entitled for life to the dividends of such shares.

(42.) Votes may be given either personally or by proxies: A proxy shall be appointed in writing under the hand of the appointor, or if such appointor is a corporation, under their common seal.

(43.) No person shall be appointed a proxy who is not a shareholder, and the instrument or mandate appointing him shall be deposited at the registered office of the company not

less than forty-eight hours before the time of holding the meeting at which he proposes to vote; but no instrument or mandate appointing a proxy shall be valid after the expiration of one month from the date of its execution.

DIRECTORS.

(44.) The number of the directors, and the names of the first directors, shall be determined by the subscribers of the memorandum of association.

(45.) Until directors are appointed, the subscribers of the memorandum of association shall for all the purposes of this act be deemed to be directors.

POWERS OF DIRECTORS.

(46.) The business of the company shall be managed by the directors, who may exerercise all such powers of the company as are not by this act or by the articles of association, if any, declared to be exerciseable by the company in general meeting, subject nevertheless to any regulations of the articles of association, to the provisions of this act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of

the directors which would have been valid if such regulation had not been made.

DISQUALIFICATION OF DIRECTORS.

(47.) The office of director shall be vacated,—
If he holds any other office or place of
profit under the company;

If he becomes bankrupt or insolvent;
If he is concerned in or participates in
the profits of any contract with the
company;

If he participates in the profits of any
work done for the company;

But the above rules shall be subject to the following exceptions : That no director shall vacate his office by reason of his being a shareholder in any incorporated company which has entered into contracts with or done any work for the company of which he is director; nevertheless, he shall not vote in respect of such contract or work; and if he does so vote, his vote shall not be counted, and he shall incur a penalty not exceeding Twenty pounds.

ROTATION OF DIRECTORS.

(48.) At the first ordinary meeting after the incorporation of the company, the whole of the directors shall retire from office; and at the first ordinary meeting in every subsequent 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. (49.) The one-third or other nearest number to retire during the first and second years ensuing the incorporation of the company shall, unless the directors agree among themselves, be determined by ballot: In every subsequent year, the one-third or other nearest number who have been longest in office shall retire.

(50.) A retiring director shall be re-eligible. (51.) 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.

(52.) 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.

(53.) 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. (54.) 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 as the vacating director would have retained the same if no vacancy had occurred.