shall elect Persons to supply the Places of the Directors then retiring from Office, agreeably to the Provisions herein-after contained"; and the several Persons elected at any such Meeting, being neither removed nor disqualified, nor having resigned, shall continue to be Directors until others are elected in their Stead, as herein-after mentioned. Directors failure of Directors. 84. If at any Meeting at which an Election of Direc- Existing tors ought to take place, the prescribed Quorum shall continued on not be present within One Hour from the Time ap- Meeting for pointed for the Meeting, no Election of Directors shall Election of be made, but such Meeting shall stand adjourned to the following Day at the same Time and Place; and if at the Meeting so adjourned, the prescribed Quorum be not present within One Hour from the Time appointed for the Meeting, the existing Directors shall continue to act and retain their Powers until new Directors be appointed at the first Ordinary Meeting of the following Yeard. of Directors: holder; 85. No Person shall be capable of being a Director Qualification unless he be a Shareholder, nor unless he be possessed of the prescribed Number, if any, of Shares; and no to be a sharePerson holding an Office or Place of Trust or Profit under the Company, or interested in any Contract with the Company, shall be capable of being a Director; and but not an no Director shall be capable of accepting any other Contractor of Office or Place of Trust or Profit under the Company, or the Comof being interested in any Contract with the Company, during the Time he shall be a Director. officer or pany; cease to be 86. If any of the Directors, at any Time subsequently Directors to to his Election, accept or continue to hold any other such, in cerOffice or Place of Trust or Profit under the Company, tain cases. or be either directly or indirectly concerned in any Contract with the Company, or participate in any Manner in the Profits of any Work to be done for the Company, § 88, as to Rotation of Directors. b Disqualifications; § 85-7, 89. § 83, 88. 4 This section applies also to the election of auditors; see § 105, (p. 97.) • Or holder of Stock; see § 64, (p. 82.) But Shareholder of a Company not Contracts with such or if such Director at any Time cease to be a Holder of the prescribed Number of Shares in the Company, then in any of the Cases aforesaid the Office of such Director shall become vacant, and thenceforth he shall cease from voting or acting as a Director. 87. Provided always, that no Person being a ShareJoint Stock holder or Member of any incorporated Joint Stock Comdisqualified pany, shall be disqualified or prevented from acting as a by reason of Director by reason of any Contract entered into between such Joint Stock Company and the Company incorpoCompany rated by the special Act; but no such Director, being a Shareholder or Member of such Joint Stock Company, shall vote on any Question as to any Contract with such Joint Stock Company. Rotation of 88. The Directors appointed by the special Act, and continued in Office as aforesaid, or the Directors elected to supply the Places of those retiring as aforesaid, shall, subject to the Provision herein-before contained for increasing or reducing the Number of Directors, retire from Office at the Times and in the Proportions following; the Individuals to retire being in each Instance determined by Ballot among the Directors, unless they shall otherwise agree: that is to say, At the End of the First Year after the First Election At the End of the Second Year, the prescribed Num- Or amount of Stock; see § 64, (p. 82. ) b § 82. ordinary each year. Directors re eligible. And in each Instance, the Places of the retiring Directors shall be supplied by an equal Number of qualified Shareholders: and at the First Ordinary Meeting in Appointevery subsequent Year" the prescribed Number, and if met at first no Number be prescribed, One Third of the Directors, meeting in being those who have been longest in Office, shall go out of Office, and their Places shall be supplied in like Manner; nevertheless every Director so retiring from Outgoing Office may be re-elected immediately or at any future Time, and after such Re-election shall, with reference to the going out by Rotation, be considered as a new Director: Provided always, that if the prescribed Number of Directors be some Number not divisible by Three, and the Number of Directors to retire be not prescribed, the Directors shall in each Case determine what Number of Directors, as nearly One Third as may be, shall go out of Office, so that the whole Number shall go out of Office in Three Years. may fill up 89. If any Director die, or resign, or become dis- Directors qualified or incompetent to act as a Director, or cease to Vacancies in be a Director by any other Cause than that of going out Directors: of Office by Rotation as aforesaid, the remaining Directors, if they think proper so to do, may elect in his Place some other Shareholder, duly qualified, to be a Director; and the Shareholder so elected to fill up any such Va- Director 80 cancy shall continue in Office as a Director so long only hold office as the Person in whose Place he shall have been elected as his predewould have been entitled to continue if he had remained cessor. in Office. appointed, to only so long Directors. And with respect to the Powers of the Directors, and Powers of the Powers of the Company to be exercised only in General Meeting, be it enacted as follows: Powers of 90. The Directors shall have the Management and General Superintendence of the Affairs of the Company, and they the Company i.e., in February, if not otherwise fixed by special act; § 66, 83, cised by the with act: to be exer- may lawfully exercise all the Powers of the Company, Directors, in except as to such Matters as are directed by this or the accordance special Act to be transacted by a General Meeting of the Company; but all the Powers so to be exercised shall be exercised in accordance with and subject to the and subject Provisions of this and the special Act; and the Exercise of all such Powers shall be subject also to the Control and Regulation of any General Meeting specially convened' for the Purpose, but not so as to render invalid any Act done by the Directors prior to any Resolution passed by such General Meeting. to control of general meeting. Special which are not Directors. 91. Except as otherwise provided by the special Act, the following Powers of the Company, that is to say, the Choice and Removal of the Directors, except as cised by the herein-before mentioned, and the increasing or reducing of their Numbere were authorized by the special Act, the Choice of Auditors, the Determination as to the Remuneration of the Directors, Auditors, Treasurer, and Secretary, the Determination as to the Amount of Money to be borrowed on Mortgage, the Determination as to the Augmentation of Capital, and the Declaration of Dividends, shall be exercised only at a General Meeting of the Company. Proceedings of Directors. Meetings of Special Quorum, one-third. And with respect to the Proceedings and Liabilities of the Directors, be it enacted as follows: 92. The Directors shall hold Meetings at such Times as they shall appoint for the Purpose; and they may meet and adjourn as they think proper, from Time to Time, and from Place to Place; and at any Time, any Two of the Directors may require the Secretary to call a Meeting of the Directors; and in order to constitute a § 9, 83, 91, 101, 120, &c. § 83 et seq. d89, under which annual vacancies in the directory may be filled up by the Directors. eeting of Directors, there shall be present at the least prescribed Quorum, and when no Quorum shall be cribed there shall be present at least One Third of Directors; and all Questions at any such Meeting Majority 1 be determined by the Majority of Votes of the ectors present; and in case of an equal Division of Casting vote. es, the Chairman shall have a casting Vote in addito his Vote as one of the Directors. binding; Directors: pointment. Chairman. Chairman 3. At the First Meeting of Directors held after Chairman of passing of the special Act, and at the First Meeting e Directors held after each annual Appointment of annual apctors, the Directors present at such Meeting shall se one of the Directors to act as Chairman of the ctors for the Year following such Choice, and shall Deputy if they think fit, choose another Director to act as ty Chairman for the same Period; and if the Vacancies in -man or Deputy Chairman die or resign, or cease ship. a Director, or otherwise become disqualified to act, Directors present at the Meeting next after the rence of such Vacancy shall choose some other of irectors to fill such Vacancy; and every such man or Deputy Chairman so elected as last aforeall continue in Office so long only as the Person ose Place he may be so elected would have been d to continue if such Death, Resignation, Removal, qualification had not happened. Chairman. If at any Meeting of the Directors neither the Temporary nan nor Deputy Chairman be present, the Direcesent shall choose some one of their Number to irman of such Meeting. It shall be lawful for the Directors to appoint One Committees e Committees, consisting of such Number of of Directors. rs as they think fit, within the prescribed Limits, and they may grant to such Committees respec- Powers of Power on behalf of the Company to do Acts any to the Affairs of the Company which the Direc a § 88. Committees. |