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27.2
The board may entrust to and confer upon a Director holding any executive office any of
the powers exercisable by the board, upon such terms and conditions and with such
restrictions as they think fit, and either collaterally with or to the exclusion of their own
powers and may from time to time revoke, withdraw, alter or vary all or any of such
powers.
28.
Appointment of Directors
28.1
Subject to the provisions of Article
the board shall have power at any time and from
time to time to appoint any person to be a Director, either to fill a casual vacancy or as an
addition to the existing Directors.
28.2
At any general meeting at which a Director retires or is removed from office the Company
may elect a Director to fill the vacancy, unless the Company determines to reduce the
number of Directors in office.
28.3
If the Company in general meeting determines to increase the number of Directors in
office the Company shall elect additional Directors.
28.4
Seven clear days' notice shall be given to the Company of the intention of any Member to
propose any person for election to the office of Director provided always that, if the
Members present in person at a general meeting unanimously consent, the chairman of
such meeting may waive the said notice and submit to the meeting the name of any
person duly qualified and willing to act.
29.
Resignation, Disqualification and Removal of Directors
29.1
The office of a Director shall be vacated if:
(a)
he resigns his office by notice to the Company; or
(b)
he ceases to be a Director by virtue of any provision of the Statutes or becomes
prohibited or disqualified by law from being a Director; or
(c)
he becomes bankrupt or makes any arrangement or composition with his creditors
generally; or
(d)
he is removed from office by resolution of the Members.
29.2
Unless specified otherwise in the instrument or resolution of appointment, a Director shall
hold office until he resigns or is disqualified in accordance with Article
30.
Powers of Directors
30.1
The business of the Company shall be managed by the board who may exercise all such
powers of the Company as are not by the Statutes or these Articles required to be
exercised by the Company in general meeting, and the power and authority to represent
the Company in all transactions relating to real and personal property and all other legal or
judicial transactions, acts and matters and before all courts of law shall be vested in the
board. At any time that a Sole Directorship Resolution is in effect, the business of the
Company shall be managed by the sole Director. The board's powers shall be subject to
these Articles, the Statutes and to such regulations, being not inconsistent with these
Articles or the Statutes, as may be prescribed by the Company in general meeting, but no
regulations made by the Company in general meeting shall invalidate any prior act of the
board which would have been valid if such regulations had not been made.
30.2
The board may, by power of attorney, mandate or otherwise, appoint any person to be the
agent of the Company for such purposes and on such conditions as they determine,
including authority for the agent to delegate all or any of his powers.
