Railways Act, 1924
|
Second Schedule Board of Directors of Amalgamated Company. | ||
PART I. | ||
First Year. | ||
Section 4 (d). | ||
1. For the period commencing on the date when the amalgamation scheme comes into operation and ending on the date of the general meeting of the amalgamated company in the following year, the company shall be directed by a board consisting of such number of persons as may be fixed by the amalgamation scheme or schemes, and not exceeding fifteen or less than twelve. | ||
2. Before the date when the amalgamation scheme comes into operation the proprietors of each amalgamating company shall elect from amongst the directors of such company holding office at the time such number as may be fixed by the scheme to serve as a director or directors of the amalgamated company as aforesaid. | ||
3. The directors so elected shall hold office until the date of the said general meeting and shall then retire, but any director so retiring may, if otherwise qualified, be elected as a director of the company under the provisions hereinafter contained. | ||
4. In the event of a casual vacancy occurring during the said period amongst the directors, the vacancy shall be filled by a person co-opted by the directors, being a person who was a director of the amalgamating company by the proprietors of which the vacating director was elected. | ||
PART II. | ||
After the First Year. | ||
1. As from the date of the general meeting of the amalgamated company in the year following that in which the amalgamation scheme comes into operation, the company shall be directed by a board of directors consisting of such number of members elected by the proprietors of the company as may be specified in the scheme not exceeding fifteen or less than twelve. | ||
2. The qualification of a director shall be the holding in his own right of such amount of the share capital of the amalgamated company as may be specified in the scheme, and, subject as hereinafter provided, the term of office of such a director shall be three years, but on retirement he may, if otherwise qualified, be re-elected. | ||
3. Any casual vacancy occurring amongst the directors shall be filled by a person co-opted by the other directors, and any director co-opted to fill a casual vacancy shall hold office for the same period as that for which his predecessor would have held office. | ||
4. On the first election of directors, one-third of the total number of directors, or if their number is not a multiple of three, then the number nearest but not exceeding one-third (failing agreement to be selected by lot) shall be deemed to have been elected for one year, and one-third or such nearest number as aforesaid (failing agreement to be selected by lot) for two years. | ||
5. Subject to the foregoing provisions of this Schedule, the provisions of the Companies Clauses Consolidation Act, 1845 , with respect to the appointment and rotation of directors shall apply. |