Railways Act, 1933

Number and terms of office of directors.

7.—(1) In this section—

the expression “the next annual meeting” means the annual general meeting of the Company held next after the expiration of two months after the date on which the scheme for the election of directors of the Company by postal voting comes into force under this Act;

the expression “annual election” means an election of directors of the Company held under and in accordance with the said scheme; and

the expression “the next annual election” means the annual election held next after the expiration of the said two months.

(2) As from the conclusion of the counting of the votes at the next annual election the number of the directors of the Company shall be seven, all of whom shall be elected or co-opted in accordance with this section.

(3) The term of office of every director of the Company who holds office as such director immediately before the next annual meeting shall expire at the conclusion of the counting of the votes at the next annual election, but every such director shall be eligible for election under this section as a director at such annual election.

(4) At the next annual election seven directors of the Company shall be elected.

(5) Of the directors of the Company so elected at the next annual election two (who shall, in default of agreement, be selected by lot at or immediately after such election) shall hold office for one year, and two others (who shall be similarly selected) shall hold office for two years, and the remaining three shall hold office for three years, but subject in every case to death, resignation, or disqualification.

(6) Every vacancy occurring amongst the directors of the Company after the next annual election by reason of the death resignation, or disqualification of a director shall be filled by a person co-opted for that purpose by the other directors or a majority of them, and every person so co-opted shall hold office for the residue of the period for which the director whose place he is co-opted to fill would have held office if he had not died, resigned, or become disqualified.

(7) The directors may act notwithstanding the existence of one or more such vacancies as are mentioned in the next preceding sub-section of this section.

(8) Subject to the foregoing provisions of this section, every director of the Company elected after the next annual election shall, unless he sooner dies, resigns, or becomes disqualified, hold office as such director for three years.

(9) Every director of the Company elected at the next annual election or elected or co-opted thereafter shall be eligible for re-election at the annual election at the conclusion of the counting of the votes at which his term of office expires.

(10) The term of office of every director of the Company elected at or after the next annual election shall commence at the conclusion of the counting of the votes at the annual election at which he is elected, and the term of office of every such director and of every director of the Company co-opted after the next annual election shall expire at the conclusion of the counting of the votes at the first, second, or third (as the case may require) annual election after his election or co-option.

(11) After the next annual election the quorum for a meeting of the directors of the Company shall be three.