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Short title.
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1. This Act may be cited as the Ceylon Hotels Corporation Act.
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Establishment of the Ceylon Hotels Corporation.
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2. A corporation to be called the Ceylon Hotels Corporation is hereby established.
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Corporation to be a body corporate.
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3. The Corporation shall be a body corporate with perpetual succession and a common seal and may sue ‘and be sued in its corporate name.
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Objects of the Corporation.
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4. The objects of the Corporation shall be the objects specified in Part I of the First Schedule.
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Powers of the Corporation.
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5. The Corporation shall have the powers specified in Part II of the First Schedule subject to the limitations, if any, specified therein.
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Head office.
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6. The head office of the Corporation shall be at Colombo in Sri Lanka.
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Branches and agencies.
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7. The Corporation may establish and maintain-
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(a) agencies in any part of the world ;
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(b) branches in Sri Lanka or elsewhere,
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Constitution of the board,
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8.
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(1) The board shall consist of not more than five directors.
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(2) The Minister and the Minister in charge of the subject of Finance shall each have the right to nominate one director. The two directors so nominated are hereinafter referred to as ” nominated directors “.
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(3) The first four directors shall be nominated by the Minister and the other first director shall be nominated by the Minister in charge of the subject of Finance.
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(4) The nomination of a director shall be made by an instrument in writing, hereinafter called the ” instrument of nomination ” signed by or on behalf of the appropriate Minister and shall take effect upon the signing of the instrument of nomination.
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(5) The Minister shall specify in the instrument of nomination of the first four directors which one of such directors is the nominated director.
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(6) The other three first directors shall, for all purposes, be regarded as if they had been elected on the date on which they were nominated and shall be deemed to be elected directors.
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Chairman and Deputy Chairman of the Board.
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9. The directors shall from amongst their number elect-
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(a) a Chairman, who shall be a nominated director, and
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(b) if they think necessary, a Deputy Chairman.
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Only nominated directors and such other directors as shall have been approved previously in writing by the Minister shall be eligible for election to either office.
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Qualifications of director.
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10. No person shall be qualified to be a director unless-
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(a) he is a citizen of Sri Lanka;
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(b) except in the case of a nominated director, he holds shares of the Corporation of the face value of five thousand rupees or more;
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(c) being a Member of Parliament, he shall resign therefrom within one month of being elected or nominated a director;
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(d) except in the case of a nominated director, being a whole-time salaried officer of the Government he shall resign from such post within one month of being elected a director.
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Vacation of office of director.
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11. The office of directors shall be vacated if a director-
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(a) accepts or holds any office or place of profit under the Corporation ;
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(b) becomes bankrupt or is adjudicated insolvent or compounds with his creditors;
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(c) becomes of unsound mind or is adjudged to be of unsound mind;
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(d) is absent from meetings of the board for more than three consecutive months without the leave of the board;
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(e) except in the case of a nominated director, ceases to hold the number of shares required to qualify him to the office;
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(f) being a Member of Parliament at the time of his election or nomination as director, fails to resign therefrom within one month of such election or nomination;
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(g) becomes a Member of Parliament;
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(h) except in the case of a nominated director, becomes a whole-time salaried officer of the Government; the
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(i) by a notice in writing to Corporation resigns his office.
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Right of nominated director to attend general meeting.
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12. A nominated director shall be entitled to attend any general meeting and to take part in the proceedings.
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Retirement of directors.
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13. At the ordinary general meeting in such year as may be determined by the Minister, and every year thereafter at the annual general meeting, one out of the directors for the time being including the nominated directors shall retire from office.
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Order of retirement of directions,
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14.
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(1) The directors retiring in the year determined by the Minister under section 13 and the year immediately following that year shall be the nominated directors. Thereafter the directors retiring from office shall be those who have been longest in office since their last election or nomination.
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(2) As between directors elected or nominated on the same day those to retire shall, unless they otherwise agree among themselves, be determined by lot.
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Re-election or renomination of directors.
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15. A retiring director shall be eligible for re-election or renomination.
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Termination of office-
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16. A director retiring at a meeting shall retain office until the close or adjournment of the meeting.
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Filling up of vacancy in office of elected director.
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17. Upon the retirement of an elected director, the shareholders shall fill up the vacated office by electing a qualified person thereto and in default, the retiring director shall be deemed to have been re-elected unless at such meeting with a view to reducing the number of directors it is expressly resolved not to fill up such vacated office.
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Filling up of vacancy in office of nominated director.
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18. Upon the retirement of a nominated director, the appropriate Minister shall fill up the vacated office by renominating the retiring director or nominating any other person.
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Effect of reelection or renomination.
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19. On re-election or renomination retiring director shall at once become director without any further formality.
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Who may be proposed for election or director.
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20.
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(1) A shareholder shall not propose for election as director any person other than
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(a) a retiring director; or
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(b) a qualified shareholder whose name has been duly notified in writing to the Secretary of the board.
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(2) The name of a shareholder shall not be deemed to have been duly notified for the purpose of paragraph (b) of subsection (1) unless a written instrument setting out the name of the shareholder who is to be proposed for election, signed by the shareholder giving the notice, together with the written consent of the shareholder whose name is set out in such instrument is delivered to the Secretary of the board not less than four nor more than twenty-eight clear days before the date of the meeting at which the election is to take place.
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(3) A shareholder shall not be qualified to give any notice under this section nor propose any person for election as director at any meeting unless he is entitled to be present and to vote at the meeting at which the election takes place-
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Casual vacancies among nominated directors.
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21.
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(1) If a nominated director dies or vacates his office, the appropriate Minister shall have power at any time to nominate another person in place of the director so dying or vacating his office.
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(2) The director so nominated shall be subject to retirement at the same time as the director in whose place he has been nominated would have retired had he remained in office.
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Casual vacancies among elected directors.
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22.
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(1) If any elected director dies or vacates his office, the board may appoint any other person to be a director in place of the director so dying or vacating his office.
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(2) The director so appointed shall hold office until the next following ordinary meeting, and shall then be eligible for re-election.
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Acting appointment in case nominated director unable to discharge his duties owing to illness. amp; c,
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23. If it appears to the appropriate Minister that a nominated director is unlikely to be able to discharge the duties of his office for a period of one year by reason of absence from Sri Lanka, illness, ill health, or any other cause whatsoever, he may nominate another person to act in the place of such director for such period as he may deem fit.
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Acting appointment in case elected director unable to discharge his duties owing to illness, ;c,
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24. If it appears to the board that an elected director is unlikely to be able to discharge the duties of his office for a period exceeding one month by reason of absence from Sri Lanka, illness, ill health, or any other cause whatsoever, the board may appoint a person qualified to be a director ‘to act until the resumption of duties by such director:
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Provided that in no case may the board appoint a person to act as director for a period exceeding twelve months.
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Additional directors.
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25.
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(1) The board may, with the approval of the Minister at any time and from time to time, appoint any person to be a director as an addition to the existing board:
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Provided that the total number of directors shall not at any time exceed the maximum number prescribed by this Act:
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And provided, further, that the exercise by the board of the power conferred by this subsection shall be subject to any right of nominating a director or directors which may for the time being be vested in a Minister under any other provision of this Act.
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(2) Any person so appointed shall hold office until the next following ordinary meeting and shall be eligible for re-election.
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Interests of members of the board.
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26. A member of the board who is. directly or indirectly, interested in a contract proposed to be made by the Corporation shall disclose the nature of his interest at a meeting of the board. The disclosure shall be recorded in the minutes of such meeting, and such member shall not take part in any deliberation or decision of such board with respect to such contract. nominated directors.
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Removal of nominated director.
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27.
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(1) The appropriate Minister may. from time to time, remove a nominated director, and’ nominate any other person to fill the vacancy caused by such removal. Any director so nominated shall be subject to retirement at the same time as the director in whose place he has been nominated would have retired had he remained in office.
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(2) The removal of a nominated director shall be effected by an instrument in writing signed by or on behalf of the appropriate Minister and shall take effect upon the signing of such instrument.
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Removal of elected directors.
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28. The shareholders may by extraordinary resolution remove from office any elected director, and at the same or a subsequent meeting by an ordinary resolution elect any other person in his stead, and such person shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he was elected a director.
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Loan by Government to the Corporation.
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29. The Government may grant a loan of one million five hundred thousand rupees to the Corporation on such terms or conditions as may be determined by the Minister in consultation with the Minister in charge of the subject of Finance.
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Capital.
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30.
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(1) The capital of the Corporation shall be fifty million rupees divided into such number of convertible preference shares each of such amount, and such number of ordinary shares each of such amount, as may be determined by the Minister by Order published in the Gazette.
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(2) There shall be an initial issue of shares of the amount of seven million five hundred thousand rupees. Such initial issue shall consist of preference shares of the amount of one million five hundred thousand rupees. The balance of such issue shall consist of ordinary shares.
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(3) The whole of the preference shares shall be allotted to the Government and the nominal amount thereof shall be paid by the Government.
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(4) The ordinary shares shall be offered, for public subscription, in such number, on such date, and in such manner, as the Minister may determine.
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(5) The Government shall hold at all times no less than twenty per centum of the issued capital of the Corporation.
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Capital of the ordinary shares how paid
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31. The capital of the ordinary shares offered under section 30 (4) shall be payable-
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(a) as to ten per centum on application ;
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(b) as to a further fifteen per centum on allotment;
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(c) as to a further twenty-five per centum within three months after the date of allotment; and
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(d) as to the unpaid balance by such further calls as the directors may from time to time deem necessary.
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Permanent reserve fund.
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32.
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(1) The board shall, out of the profits available for payment of dividend and before any dividend is declared, set aside a sum equivalent to twenty per centum of such profits to the credit of a fund called the permanent reserve fund of the Corporation and shall also carry to the credit of such fund any premiums received on the issue of shares until such permanent reserve fund is equivalent to one-half of the paid-up capital of the Corporation for the time being; and in the event that at any time thereafter the amount of such permanent reserve fund is less than half of the paid-up capital of the Corporation for the time being; the board shall as soon as practicable carry to that fund such further sum or sums out of the profits available for dividend as may be necessary until the amount of the permanent reserve fund is equivalent to one-half of the paid-up capital of the Corporation for the time being. The board may, from time to time, in its discretion, carry to the permanent reserve fund out of profits such further sums as it may deem fit, in addition to the sums required by the preceding provisions of this subsection to be carried thereto.
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(2) The permanent reserve fund shall be shown separately in the balance sheet of the Corporation.
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Contingency fund-
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33.
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(1) In addition to the permanent reserve fund the board shall create a fund called the contingency fund of the Corporation and shall carry to that fund –
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(a) all premiums received on the issue of shares which are not carried to the permanent reserve fund ; and
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(b) such sums out of the profits of the Corporation as the board think proper.
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(2) The contingency fund may be applied from time to time in such manner as the board shall determine-
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(a) for meeting depreciation and losses ;
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(b) for equalizing dividends;
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(c) for repairing, improving or maintaining any of the property of the Corporation;
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(d) for any other purposes which the board may think proper.
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(3) The board may divide the contingency fund into such special funds as they think fit, and may consolidate into one fund any special funds or any parts of any special funds into which the contingency fund may have been divided as they think fit, with full power to employ the whole or any part of the assets constituting the contingency fund in the business of the Corporation without being under any obligation to keep the same separate from the other assets of the Corporation. The board may also (subject to the provisions of this Act) without placing the same to reserve, carry over any profits which they may think it not prudent to divide.
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(4) It shall not be necessary to show the contingency fund separately in the balance sheet of the Corporation.
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Preference and ordinary shares.
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34.
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(1) For a period of five years from the date of the commencement of business by the Corporation the preference and ordinary shares shall rank for dividend pari passu according to the capital for the time being paid up thereon respectively :
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Provided that in no event shall a dividend be paid on the preference shares at any time exceeding six. per centum per annum.
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(2) After the expiration of such period of five years the preference shares shall carry the right to a fixed non-cumulative preference dividend at the rate of six per centum per annum on the capital for the time being paid up thereon and in a winding-up the preference shares shall rank equally as regards return of capital in priority to the ordinary shares but shall not confer the right to any further participation in profits or to any return of capital paid thereon.
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Conversion of preference shares.
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35.
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(1) At any time after a dividend of not less than six per centum, or dividends amounting in all in any one year to not less than six per centum, has or have been declared on the ordinary shares of the Corporation any preference shareholder, including any purchaser or purchasers, but not the Government, shall, upon giving due notice to the Corporation, be entitled to exchange the preference shares held by him for an equal number of fully paid ordinary shares.
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(2) A notice shall not be deemed to be a due notice unless the notice-
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(a) is in writing addressed to the Corporation at its head office ; and
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(b) is sent either by registered post or otherwise so as to reach the head office within twelve months from the date on which the preference shareholder giving the notice acquired the preference shares in respect of which the notice is given.
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(3) A notice if sent by registered post shall be deemed to be served in the ordinary course of post.
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(4) On the receipt of due notice the Corporation shall with all convenient speed cancel the preference share or shares in respect of which the notice is given and in lieu thereof issue to the holder thereof an ordinary share or ordinary shares which shall from the date of issue rank in every respect pari passu with the existing ordinary shares due regard being had to any difference in the amount paid up on any such shares.
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(5) The provisions of subsection (I) shall not apply to any preference shares created under section 37.
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Subdivision of shares.
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36. The shareholders may at any time by special resolution subdivide the capital or any part thereof by the division of the existing shares or any of them into shares of smaller amounts:
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Provided that the proportion between the amount which is paid and the amount if any which is unpaid on each share of reduced amount shall be the same as it was in the case of the existing share or shares from which the share of reduced amount is derived.
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Increase and reduction of capital.
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37.
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(1) The board may, from time to time, when authorized by special resolution, issue any of the capital of the Corporation for the time being unissued or increase the capital of the Corporation by the creation of new shares or reduce the capital in the manner provided for in any law which may be declared to be applicable to the Corporation:
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Provided that no such issue, increase or reduction of capital shall take place or be effective without the prior consent in writing of the Minister.
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(2) Any unissued capital and any new capital raised by the creation of new shares shall be issued by the board on such terms and conditions as shall be previously approved in writing by the Minister. Such terms and conditions may provide for the issue of shares at a premium.
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(3) In the allotment of shares issued or created under this section the board shall observe such general or special written directions as the Minister may give in that behalf.
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Liability of shareholders
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38. The liability of the shareholders shall be limited.
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Contracts.
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39.
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(1) Contracts on behalf of the Corporation may be made as follows :-
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(a) a contract which if made between private persons would be by law required to be in writing, may be made on behalf of the Corporation in writing under the common seal of the Corporation;
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(b) a contract which if made between private persons is by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the Corporation in writing signed by any person or persons duly authorized thereto as hereinafter provided; and
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(c) a contract which if made between private persons would by law be valid although made by parol only and not reduced into writing, may be made by parol on behalf of the Corporation by any person or persons duly authorized thereto as hereinafter provided.
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(2) A contract made according to this section shall be effectual in law and shall bind the Corporation and all other parties thereto and their legal representatives.
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(3) A contract made according to this section may be varied or discharged in the same manner in which it is authorized in this section to be made.
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Persons authorized to act on behalf of the Corporation.
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40. No person, other than the directors and persons thereunto expressly authorized by the board and acting within the limits of the authority so conferred on them, shall have any authority to make, draw, accept or endorse any cheque or order for the payment of money in the name or on behalf of the Corporation, or to enter into any contract so as to impose thereby any liability on the Corporation or otherwise to pledge the credit of the Corporation.
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Execution of deeds abroad,
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41.
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(1) The Corporation may, by writing under its common seal, empower any person either generally or in respect of any specific matter, as its attorney, to execute deeds on its behalf in any place not situate in Sri Lanka.
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(2) A deed signed by such an attorney on behalf of the Corporation and under his signature or seal shall bind the Corporation and have the same effect as if it were under its common seal.
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Commencement of business.
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42. The Corporation shall not commence business until-
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(a) the total number of ordinary shares constituting the initial issue of shares have been subscribed by and allotted to the public;
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(b) the total number of preference shares constituting such issue have been subscribed by and allotted to the Government and paid for in full; and
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(c) a certificate signed by the Minister authorizing the Corporation to commence business has been given.
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Powers of Minister until commencement of business by the Corporation.
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43. The Minister may, upon the date of the coming into operation of this Act* and until the date of the commencement of business by the Corporation
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(a) invite and receive applications for shares;
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(c) do and perform any of the acts which the board is by this Act empowered to do or perform ; and
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(d) do all other acts whatsoever as he may deem necessary for the formation of the Corporation.
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Acts commenced by the Minister may be continued by the board.
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44.
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(1) Any act done or performed by the Minister by virtue of section 43 shall, for all purposes, have the same effect as if such act had been done or performed by the board.
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(2) The board may continue any action or thing commenced by the Minister, remaining unfinished or incomplete at the date of commencement of business by the Corporation, as if such action or thing had been commenced by the board.
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Persons who may execute documents and make payment’s on behalf of the Government.
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45. The Secretary to the Treasury is hereby authorized to sign and execute all documents which are required to be executed by the Government as shareholder of the Corporation or otherwise.
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Funds from which moneys payable under this Act are to be paid.
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46. All sums of money whatsoever required to be paid or granted by the Government under this Act shall, where it is not expressly provided by this Act that such sums should be paid out of the Consolidated Fund, be paid out of such fund or funds of the Island as the Minister shall determine.
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Payment of moneys authorized by this Act to be made.
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47. The Secretary to the Treasury is hereby authorized and empowered to make or cause to be made all payments and grants required by this Act to be made to the Corporation-
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(a) out of the Consolidated Fund where it is so provided by this Act; and
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(b) in any other case out of such funds as may be determined by the Minister under section 46.
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Payments how shown in Sri Lanka’s statement of assets and liabilities.
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48. All payments out of such funds as may be determined by the Minister under section 46 shall be shown in every statement of assets and liabilities of Sri Lanka in such manner as he shall determine.
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Appointment of officers.
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49. The board shall have power to appoint the staff of the Corporation including the subordinate staff:
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Provided that the Minister’s approval shall not be necessary for the appointment of an officer of the Corporation to act for the general manager during his absence if such appointment is for a period not exceeding four months.
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Officers to furnish security.
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50.
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(1) Every officer of the Corporation, not being a member of the subordinate staff, may be required by the board to give security to the satisfaction of the board for the due and faithful performance of his duties.
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(2) The expression “subordinate staff” for the purposes of section 49 and of subsection (1) shall include only such officers as are by the board deemed to be members of the subordinate staff.
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Dismissal of general manager.
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51. No general manager shall be dismissed except on a resolution of the board passed by a majority of not less than three directors.
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No liability for damage or loss otherwise than by misconduct or willful default.
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52. No director or officer of the Corporation shall be liable for any damage or loss suffered by the Corporation unless otherwise than such damage or loss was caused by his misconduct or willful default.
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Reimbursement for expenses incurred on behalf of the Corporation,
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53. Every director, auditor, manager, secretary, or other officer of the Corporation shall be indemnified by the Corporation from all losses and expenses incurred by him in or about the discharge of his duties, other than such losses and expenses as the board may deem to have been occasioned by his misconduct or willful default.
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Receipts when valid.
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54. A receipt signed by two directors or by any person expressly authorized by the board to give receipts shall be an effectual discharge for moneys paid to the Corporation.
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Inspection of documents.
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55. No shareholder, unless he is a director, auditor, or officer, clerk, accountant, or other person whose duty requires him to do so, shall be entitled to inspect any of the books, accounts, documents, or writings of the Corporation except such as are produced for the purpose of inspection at a general meeting.
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Balance sheet, statement of accounts and reports of directors to be furnished to general meeting.
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56.
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(1) At every ordinary meeting the directors shall lay before the meeting a balance sheet and statement of the accounts of the Corporation made up to a date not more than six months before the meeting from the time when the last preceding balance sheet and statement was made, or in the case of the first balance sheet and statement from the date of commencement of business by the Corporation.
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(2) Every such balance sheet and statement shall be accompanied by a report of the directors as to the state and condition of the Corporation and as to the amount, if any, which they recommend to be paid out of the profits by way of dividend to the shareholders, and the amount, if any, which they recommend to be retained for the reserve fund.
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57.
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(1) The accounts of the Corporation shall be audited annually by one or more qualified auditors elected by the Corporation in general meeting and who shall hold office for one year. The qualified auditor or auditors (in this Act referred to as ” the auditor”) shall receive such remuneration from the funds of the Corporation as the Corporation may in general meeting decide. The amount so determined shall be subject to the approval of the Minister and the Minister in charge of the subject of Finance.
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(2) No qualified auditor (other than an auditor retiring from office) shall be proposed for election at any meeting unless notice of intention to propose that auditor has been given not less than five days and not more than one month before that meeting.
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(3) A director or any officer of the Corporation shall not be eligible for the office of auditor.
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(4) In this section, the expression “qualified auditor ” means-
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(a) an individual who, being a member of the Institute of Chartered Accountants of Sri Lanka, or of any other Institute established by law, .possesses a certificate to practice as an Accountant issued by the Council of such Institute ; or
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(b) a firm of Accountants each of the resident partners of which, being a member of the Institute of Chartered Accountants of Sri Lanka or of any other Institute established by law, possesses a certificate to practice as an Accountant issued by the Council of such Institute.
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58.
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(1) The Auditor-General shall have power-
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(a) to direct the manner in which the Corporation’s accounts shall be audited by the auditor and to give the auditor instructions in regard to any matter relating to the performance of his functions as the auditor; and
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(b) to conduct a supplementary or test audit of the Corporation’s accounts by such person or persons as the Auditor-General may authorize in that behalf, and for the purpose of such audit, to require information or additional information to be furnished to any person or persons so authorized, on such matters, by such person or persons, and in such form, as the Auditor-General may, by general or special order, direct.
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(2) The auditor shall examine the accounts of the Corporation and furnish a report stating-
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(a) whether he has or has not obtained all the information and explanations required by him ; and
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(b) whether the balance sheet and accounts referred to in the report are properly drawn up so as to exhibit a true and fair view of the affairs of the Corporation.
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(3) The auditor shall submit a copy of his audit report to the Auditor-General who shall have the right to comment upon, or supplement, the auditor’s report in such manner as the Auditor-General may think fit.
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(4) The Auditor-General shall transmit the audit report together with his comments upon, or his supplement to, such report to the board.
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Powers of the Auditor-General and his assistants, and transmission of reports, &c
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59.
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(1) The Auditor-General and any person assisting him in the audit of the accounts of the Corporation shall have access to all such books, deeds, contracts, transmission of accounts, vouchers and other documents of the Corporation as the Auditor-General may consider necessary for the purposes of the audit, and shall be furnished by the officers of the Corporation with such information within their knowledge as may be required for such purposes.
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(2) The board shall, on receipt of the auditor’s report in each year, transmit to the Minister-
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(a) a copy of such report together with the Auditor-General’s comments, if any, upon, and his supplement, if any, to, such report;
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(b) a copy of the profit and loss account;
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(c) a copy of the balance sheet; and
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(d) a report by the board on the work of the Corporation for the period to which the accounts relate.
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(3) At least seven days before every ordinary meeting a printed copy of the profit and loss account and the balance sheet as audited and the auditor’s report as aforesaid together with the Auditor- General’s comments, if any, upon, and his supplement, if any, to, such report shall be sent by the board to every shareholder at his registered address.
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Copies of reports. &c, to be laid before Parliament.
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60. The Minister shall lay copies of the reports, the accounts and the balance sheet referred to in subsection (2) of section 59 laid to be before Parliament.
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Application of the provisions of the companies Ordinance.
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61.
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(1) The provisions of the Companies Ordinance* or any other enactment regulating the incorporation of companies shall not apply to the Corporation.
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[*Repealed and replaced by the Companies Act, No. 17 of 1982.]
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(2) Notwithstanding the provisions of subsection (1), the Minister may, whenever it shall seem to him expedient to do so, by Order declare that any one or more or all the provisions of the Companies Ordinance* or any other enactment relating to companies for the time being in force shall apply to the Corporation, and such provision or provisions shall thereupon have effect as if such provision or provisions is or are part of this Act. [*Repealed and replaced by the Companies Act, No. 17 of 1982.]
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By-laws of the Corporation.
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62. The provisions contained in the Second Schedule shall be the by-laws of the Corporation in regard to the matters to which they relate.
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Alteration of second Schedule.
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63.
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(1) The shareholders may by special resolution alter the provisions of the Second Schedule:
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Provided that no such resolution shall take effect unless and until such resolution is approved by the Minister.
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(2) All resolutions made under subsection (1) shall be published in the Gazette.
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Applications to the Minister.
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64. All applications to the Minister by the board for his approval or sanction for any matter or thing for which the Minister’s approval or sanction is by this Act required, shall be made in writing signed by the officer or person authorized in that behalf by the board.
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Corporation to be subject to general or special directions of Minister.
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65. In the exercise, discharge and performance of its powers, functions and duties, the Corporation shall be subject to and act in accordance with such general or special directions as the Minister may from time to time issue.
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66. In this Act, unless the context otherwise requires-
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” appropriate Minister”, in any context relating to a nominated director or the nomination of a director, means the Minister by whom such director was nominated, or who is entitled under this Act to nominate such director;
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“board” means a duly convened and constituted meeting of the directors of the Corporation for the time being;
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“capital” means the capital for the time being of the Corporation ;
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“Corporation ” means the Ceylon Hotels Corporation established by this Act;
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“director” means a person holding the office of a director of the Corporation;
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“elected director ” means a person elected to the office of director by the shareholders and includes the first directors other than the nominated directors;
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“extraordinary resolution” means a resolution passed by a majority of not less than three-fourths of the shareholders entitled to vote, and voting in person or by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given;
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“general meeting” includes an ordinary meeting and extraordinary meeting;
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” head office ” means the head office of the Corporation;
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” officer” means an employee of the Corporation and shall not be construed to include a director or an auditor of the Corporation ;
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” ordinary meeting ” means an ordinary meeting of the shareholders duly called and constituted;
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” Schedule” means a Schedule to this Act;
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” Secretary to the Treasury ” means the person for the time being performing the functions of the Secretary to the Treasury of the Government;
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” shareholder” means any duly registered holder from time to time of one or more shares;
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” special resolution ” means a resolution passed by three-fourths in value of the shareholders present in person or by proxy at any meeting of the Corporation of which notice specifying the intention to propose such resolution has been duly given and confirmed by a majority in value of the shareholders present in person or by proxy at a subsequent meeting of which notice specifying the intention to propose such confirmation has been duly given:
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Provided that the subsequent meeting shall be held at an interval of not less than fourteen days or more than two months from the date of the meeting at which the resolution was first passed.
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Schedules
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