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C of all resolutions and proceedings at all meetings

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(c) of all resolutions and proceedings at all meetings of the company , and of the directors , and of committees of directors , and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose. Disqualification of Directors 37. The office of director shall be vacated if the director - (a) without the consent of the company in general meeting holds any other office of profit under the company ; or (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or (c) becomes prohibited from being a director by reason of any disqualification order made under Part IVA of the Ordinance; or (Amended 30 of 1994 s. 11) (d) becomes of unsound mind; or (e) resigns his office by notice in writing to the company given in accordance with section 157D(3)(a) of the Ordinance; or (f) shall for more than 6 months have been absent without permission of the directors from meetings of the directors held during that period; or (g) is directly or indirectly interested in any contract (being a contract of significance in relation to the company 's business) with the company and, if his interest in the contract is material, fails to declare the nature of his interest in manner required by section 162 of the Ordinance. A director shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted. Rotation of Directors 38. At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third, shall
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retire from office. 39. The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. 40. A retiring director shall be eligible for re-election. 41. The company at the meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost. 42. No person other than a director retiring at the meeting shall unless recommended by the directors be eligible for election to the office of director at any general meeting unless, not less than 3 nor more than 21 days before the date appointed for the meeting, there shall have been left at the registered office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such
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