Admission Document - BrainJuicer

(vii)
Election of two or more directors
A resolution for the election of two or more persons as directors by a single resolution shall not
be moved at any general meeting unless a resolution that it shall be so moved has first been
agreed to by the meeting without any vote being given against it; and any resolution moved in
contravention of this provision shall be void.
(viii) Timing of retirement
The retirement of a director at any general meeting shall not have effect until the conclusion of
the meeting except where a resolution is passed to elect some other person in place of the
retiring director or a resolution for his re-election is put to the meeting and lost and accordingly
a retiring director who is re-elected or deemed to have been re-elected will continue in office
without a break.
(ix)
(x)
Nomination of director for election
No person other than a director retiring at the meeting shall, unless recommended by the Board
for election, be eligible for election as a director at any general meeting unless not fewer than
seven nor more than 42 days (inclusive of the date on which the notice is given) before the date
appointed for the meeting there shall have been lodged at the registered office of the Company
notice in writing signed by some member (other than the person to be proposed) duly qualified
to attend and vote at the meeting for which such notice is given of his intention to propose such
person for election and also notice in writing signed by the person to be proposed of his
willingness to be elected.
Vacation of office
The office of a director shall be vacated if:
(A)
(B)
(C)
he ceases to be a director by virtue of any provision of the Statutes or he becomes
prohibited by law from being a director;
he becomes bankrupt, has an interim receiving order made against him, makes any
arrangement or compounds with his creditors generally or applies to the court for an
interim order under section 253 of the Insolvency Act 1986 in connection with a
voluntary arrangement under that act;
he is, or may be suffering from mental disorder and either:
• he is admitted to hospital in pursuance of an application for admission for
treatment under the Mental Health Act 1983 or, in Scotland, an application for
admission under the Mental Health (Scotland) Act 1960; or
• an order is made by a court having jurisdiction (whether in the United Kingdom
or elsewhere) in matters concerning mental disorder for his detention or for the
appointment of a receiver, curator bonis or other person to exercise powers with
respect to his property or affairs;
(D)
(E)
(F)
he resigns by writing under his hand left at the registered office of the Company or he
offers in writing to resign and the board of directors resolves to accept such offer;
he shall for more than six consecutive months have been absent without permission of
the board of directors from meetings of the board of directors held during that period and
the board of directors resolves that his office be vacated; or
notice stating he is removed from office as a director is served upon him signed by all
his co-directors who must account to the members at the next general meeting of the
Company. If a director holds an appointment to an executive office which automatically
determines on his removal from office under this or the preceding sub-paragraph such
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