| 37. |
The first Directors shall be appointed
in writing by the subscribers to the Memorandum of Association
of the Association. |
| 38. |
One-third of the Directors for the
time being or, if their number is not three or a multiple of
three, then the number nearest to, but not exceeding, one-third
shall retire from office at each Annual General Meeting: Provided
that at the first Annual General Meeting of the Association all
the Directors for the time being shall retire from office. |
| 39. |
Subject to the provisions of the
Statutes and of these Articles, the Directors to retire at each
Annual General Meeting shall be the Directors who have been longest
in office since their last appointment. As between Directors
of equal seniority the Directors to retire shall in the absence
of agreement among them be selected by lot. Subject as aforesaid,
a retiring Director shall be eligible for re-appointment and
shall act as a Director throughout the meeting at which he retires. |
| 40. |
The Association may by Ordinary Resolution at
the meeting at which any Director retires in manner aforesaid
fill up the vacated office by appointing a person thereto and
in default the retiring Director, if willing to act, shall be
deemed to have been reappointed unless at such meeting it is
expressly resolved not to fill such vacated office or a resolution
for the reappointment of such Director shall have been put to
the meeting and lost. |
| 41. |
No person other than a Director retiring at the
meeting shall, unless recommended by the Directors for appointment,
be eligible for appointment to the office of Director at any
General Meeting unless, within the prescribed time before the
day appointed for the meeting, there shall have been given to
the Association notice in writing by some member duly qualified
to be present and vote at the meeting of his intention to propose
such person for appointment and also notice in writing signed
by the person to be proposed of his willingness to be appointed.
The prescribed time above mentioned shall be such that between
the date when the notice is served or deemed to be served and
the day appointed for the meeting there shall be not less than
seven nor more than forty-five clear days. |
| 42. |
The Association may by Ordinary Resolution increase
or reduce the number of Directors and determine in what rotation
such increased or reduced number shall go out of office and,
if the number is increased, may (subject to the provisions of
the last preceding Article) make any appointments necessary to
fill the vacancies thereby created. |
| 43. |
The Directors may from time to time and at any
time appoint any eligible person to be a Director either to fill
a casual vacancy or as an additional Director, provided that
the total number of Directors shall not exceed the maximum number
fixed by or in accordance with these Articles. Subject to the
provisions of the Statutes, a Director so appointed shall hold
office only until the conclusion of the Annual General Meeting
following next after his appointment, when he shall retire. A
Director who retires under this Article shall be eligible for
re-appointment at the meeting but shall not be taken into account
in determining the rotation of retirement of Directors or the
number of Directors to retire at such meeting. |
| 44. |
The office of a Director shall ipso facto be
vacated: |
| |
(A) |
if he cease to be eligible for appointment
as a Director; |
| |
(B) |
if a receiving order be made against
him or he make any arrangement or composition with his creditors
generally; |
| |
(C) |
if he becomes incapable by reason
of mental disorder of managing and administering his property
and affairs; |
| |
(D) |
if he cease to be a Director or
be prohibited from being a Director by an Order made under any
provision of the Statutes; |
| |
(E) |
if he resigns his office by notice
in writing to the Association; and |
| |
(F) |
if, being the Managing Director,
he cease to be the Managing Director. |
| 45. |
In addition to any power to remove a Director
conferred on the Association by the Statutes, the Association
may by Extraordinary Resolution remove any Director before the
expiration of his period of office and may, if thought fit, by
Ordinary Resolution appoint another person in his stead. The
person so appointed shall be subject to retirement by rotation
at the same time as if he had become a Director on the day on
which the Director in whose place he is appointed was last appointed
a Director. |
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