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Directors

failure of Meeting for

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.

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 appointed 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.

85. No Person shall be capable of being a Director Qualification unless he be a Shareholder, nor unless he be possessed of Dire of the prescribed Number, if any, of Shares; and no to be a sharoPerson holding an Office or Place of Trust or Profit holde 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 Com of being interested in any Contract with the Company, during the Time he shall be a Director.

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, to 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,

Directors:

officer or

cease to be

tain cases.

.& 88, as to Rotation of Directors. Disqualifications ; $ 85-7, 89.

° 8 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

hull

:

1:

Company not disqualified

Contracts with such Company.

Directors:

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 Com

got pany, shall be disqualified or prevented from acting as a by reason of Director by reason of any Contract entered into between with such such Joint Stock Company and the Company incorpo

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 in-
creasing or reducing the Number of Directors", retire
from Office at the Times and in the Proportions follow-
ing; 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

of Directors, the prescribed Number,—and if no
Number be prescribed, One Third of such Direc-
tors, to be determined by Ballot among themselves,
unless they shall otherwise agree, shall go out of

Office:
At the End of the Second Year, the prescribed Num-

ber,and if no Number be prescribed, One Half of
the remaining Number of such Directors, to be de-

termined in like Manner, shall go out of office: At the End of the Third Year, the prescribed Num

ber, and if no Number be prescribed, the Remainder of such Directors, shall go out of Office:

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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 on 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 eligible. 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.

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 of Office by Rotation as aforesaido, 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 so 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.

may fill up

number of Directors:

appointed, to

only so long

Powers of

And with respect to the Powers of the Directors, and Directores the Powers of the Company to be exercised only in General Meeting, be it enacted as follows:

90. The Directors shall have the Management and General Superintendence of the Affairs of the Company, and they the Company

Powers of

'i.e., in February, if not otherwise fixed by special act ; $ 66, 83. Disqualifications; $ 85-87.

€ 88.

cised by the

with act:

general meeting.

which are not to be exercised by the Directors.

to be exor- 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 Special of the 91. Except as otherwise provided by the special Act, Company the following Powers of the Company,—that is to say,

the Choice and Removal of the Directors”, except as 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 Dividendsk,—shall be exercised only at a General

Meeting of the Company. Proceedings And with respect to the Proceedings and Liabilities of of Directors.

the Directors, be it enacted as follows:

92. The Directors shall hold Meetings at such Times Directors. as they shall appoint for the Purpose; and they may

meet and adjourn as they think proper, from Time to Special 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

Meetings of

Meetings.

189, 83, 91, 101, 120, &c. o$ 67, 68 et seg. cf 83 et seg. a š 89, under which annual vacancies in the directory may be filled up by the Directors. • 82.

Sic: where? & $ 101, 104.

b 8 38 et seq. i 56 et seq. . .

k § 72, and's 120 et seq.

Quorum, one-third.

Directors:

pointment.

Chairman.

Chairman

a Meeting of Directors, there shall be present at the least the prescribed Quorum, and when no Quorum shall be prescribed there shall be present at least One Third of the Directors; and all Questions at any such Meeting Majority shall be determined by the Majority of Votes of the bind

Et binding; Directors present; and in case of an equal Division of Casting voto. Votes, the Chairman shall have a casting Vote in addition to his Vote as one of the Directors.

93. At the First Meeting of Directors held after Chairman of the passing of the special Act, and at the First Meeting of the Directors held after each annual Appointment of annual apDirectors, the Directors present at such Meeting shall" choose one of the Directors to act as Chairman of the Directors for the Year following such Choice, and shall Deputy also, if they think fit, choose another Director to act as Deputy Chairman for the same Period; and if the Vacancies in Chairman or Deputy Chairman die or resign, or cease ship. to be a Director, or otherwise become disqualified to act, the Directors present at the Meeting next after the Occurrence of such Vacancy shall choose some other of the Directors to fill such Vacancy; and every such Chairman or Deputy Chairman so elected as last aforesaid shall continue in Office so long only as the Person in whose Place he may be so elected would have been entitled to continue if such Death, Resignation, Removal, or Disqualification had not happened.

94. If at any Meeting of the Directors neither the Temporary Chairman nor Deputy Chairman be present, the Directors present shall choose some one of their Number to be Chairman of such Meeting.

95. It shall be lawful for the Directors to appoint One Committees or more Committees, consisting of such Number of of Directors. Directors as they think fit, within the prescribed Limits, if any; and they may grant to such Committees respec- Powers of tively Power on behalf of the Company to do any Acts Con relating to the Affairs of the Company which the Direc

Chairman.

Committoes.

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