766 
SECRETARIAL PRACTICE 
Proceedings of Directors. 
43. The directors may meet together for the despatch of business, 
adjourn, and otherwise regulate their meetings, as they think fit. 
Questions arising at any meeting shall be decided by a majority of 
votes. In case of an equality of votes the chairman shall have 
a second or casting vote. A director may, and the secretary on the 
requisition of a director shall, at any time summon a meeting of the 
directors. 
44. The quorum necessary for the transaction of the business of 
the directors may be fixed by the directors, and unless so fixed shall, 
when the number of directors exceed three, be three and shall, when 
the number of directors does not exceed three. be two. 
45. The continuing directors may act notwithstanding any 
vacancy in their body, but, if and so long as their number is reduced 
befow the number fixed by or pursuant to the regulations of the 
company as the necessary quorum of directors, the continuing 
directors may act for the purpose of increasing the number of 
directors to that number, or of summoning a general meeting of the 
company, but for no other purpose. 
46. The directors may elect a chairman of their meetings and 
determine the period for which he is to hold office; but, if no such 
chairman is elected, or if at any meeting the chairman is not present 
within five minutes after the time appointed for holding. the same, 
the directors present may choose one of their number to be chairman 
of the meeting. 
47. The directors may delegate any of their powers to committees 
consisting of such member or members of their body as they think 
fit; any committee so formed shall, in the exercise of the powers so 
delegated, conform to any regulations that may be imposed on them 
by the directors. 
48. A committee may elect a chairman of its meetings; if no such 
chairman is elected, or if at any meeting the chairman is not present 
within five minutes after the time appointed for holding the same, 
the members present may choose one of their number to be chairman 
of the meeting. 
49. A committee may meet and adjourn as it thinks proper 
Questions arising at any meeting shall be determined by a majority 
of votes of the members present, and in case of an equality of votes 
the chairman shall have a second or casting vote. 
50. All acts done by any meeting of the directors or of a committee 
of directors, or by any person acting as a director, shall, notwith- 
standing that it be afterwards discovered that there was some defect 
in the appointment of any such directors or persons acting as 
aforesaid, or that they or any of them were disqualified, be as valid 
as if every such person had been duly appointed and was qualified 
to be a director.