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21 1944

TRANSPORT ACT, 1944

FOURTH SCHEDULE.

Provisions in Relation to Stockholders' Directors.

Definitions.

1. In this Schedule—

the expression “ordinary meeting” means an ordinary meeting of the Company;

the expression “the 1945 meeting” means the ordinary meeting to be held in 1945;

the expression “the 1946 meeting” means the ordinary meeting to be held in 1946;

the expression “the 1947 meeting” means the ordinary meeting to be held in 1947;

the expression “the 1948 meeting” means the ordinary meeting to be held in 1948;

the expression “casual vacancy” means a vacancy amongst the stockholders' directors occurring through the death, resignation or disqualification of a stockholders' director.

First stockholders' directors.

2. (1) On the establishment date each of the following persons shall be and become a stockholders' director, that is to say:—

(a) any person who, immediately before the establishment date, is a shareholders' director, within the meaning of the Emergency Powers (No. 152) Order, 1942 (S. R. & O., No. 69 of 1942), of the dissolved railway company,

(b) any person who, immediately before the establishment date, is a-director of the dissolved transport company and who is not on the establishment date the Chairman of the Company.

(2) In this Schedule the expression “first stockholders' director” means a person who becomes a stockholders' director by virtue of subparagraph (1) of this paragraph.

Term of office of first stockholders' directors and persons co-opted to fill casual vacancies amongst stockholders' directors before the conclusion of the 1945 meeting.

3. (1) Every first stockholders' director and every person appointed to fill a casual vacancy occurring before the conclusion of the 1945 meeting amongst the stockholders' directors shall, unless he sooner dies, resigns or becomes disqualified, hold office until the conclusion of the 1945 meeting.

(2) Of the stockholders' directors holding office immediately before the 1945 meeting—

(a) each of two (who, in default of agreement between the said stockholders' directors, shall be determined by lot at or immediately after the 1945 meeting) shall, unless he sooner dies, resigns, or becomes disqualified, continue to hold office until the conclusion of the election of stockholders' directors at the 1946 meeting, and shall then retire,

(b) each of two (who, in default of agreement between the said stockholders' directors, shall be determined by lot at or immediately after the 1945 meeting) shall, unless he sooner dies, resigns or becomes disqualified, continue to hold office until the conclusion of the election of stockholders' directors at the 1947 meeting, and shall then retire,

(c) each of the remainder shall, unless he sooner dies, resigns, or becomes disqualified, continue to hold office until the conclusion of the election of stockholders' directors at the 1948 meeting and shall then retire.

Election and term of office of subsequent stockholders' directors.

4. (1) The Company shall at the 1946 meeting and at each subsequent ordinary meeting elect two persons to be stockholders' directors.

(2) Every person elected under subparagraph (1) of this paragraph shall enter on office immediately upon the conclusion of such election and shall, unless he sooner dies, resigns or becomes disqualified hold office until the conclusion of election of shareholders' directors to be held at the third ordinary meeting held next after the ordinary meeting at which he was elected and shall then retire.

Casual vacancies.

5. (1) Whenever a casual vacancy occurs before the conclusion of the 1945 meeting amongst the stockholders' directors, the Board shall, unless the number of stockholders' directors in office immediately after such occurrence is six or more, co-opt a person who is duly qualified to be a stockholders' director to fill the casual, vacancy and the person so co-opted shall, unless he sooner dies, resigns or becomes disqualified, hold office until the conclusion of the 1945 meeting.

(2) Whenever after the conclusion of the 1945 meeting any stockholders' director dies, resigns or becomes disqualified, the Board shall, subject to the provisions of this paragraph, co-opt a person who is duly qualified to be a stockholders' director, to fill the casual vacancy and the person so co-opted shall, unless he sooner dies, resigns or becomes disqualified, hold office for the remainder of the period for which the stockholders' director so dying, resigning or becoming disqualified would have held office if he had not died, resigned or become disqualified, and shall be paid remuneration at the rate payable to such stockholders' director.

(3) If, after the conclusion of the 1945 meeting and before the 1948 meeting, a casual vacancy occurs amongst the stockholders' directors (other than the stockholders' directors elected at the 1946 meeting or the 1947 meeting or a person co-opted to fill a casual vacancy amongst the stockholders' directors so elected) and the number of stockholders' directors in office immediately after such occurrence is six or more, the said vacancy shall not be filled.

Stockholders' directors to be eligible for re-election.

6. A stockholders' director retiring on the expiration by effluxion of time of his term of office shall be eligible for re-election.

Qualification of stockholders' directors.

7. (1) No person shall be capable of being a stockholders' director unless he is the holder in his own right of common stock of the Company of the nominal value of not less than one thousand pounds.

(2) Subparagraph (1) of this paragraph shall not apply to a first stockholders' director, during the period for which he holds office by virtue of paragraph 3 of this Schedule.