ELECTION OF DIRECTORS

 ELECTIONS PROCEDURE
When the 1st annual general meeting is held all previous elected directors
shall retire so that new directors can be elected for the next 3 years of
tenure. So the following procedure is done for the election of new directors:
 Existing directors decide the number of directors for the next term at
least thirty five days before the date of meeting. Such number once fixed
cannot be changed by the directors themselves without the approval of
members in a general meeting.
 A general meeting of the members of the company is called for the
elections and the notice of general meeting, in addition to its routine
contents, includes the number of directors to be elected and the names
of the retiring directors as its extra contents.

 The members who are interested in contesting the election of directors

send notice of their interest to the company (14 days before the
meeting). The member can also withdraw from the notice before the
election. The company also sends notices to all the members in the
same manner as it is given to shareholders, and in case if the company
is listed so it is published in one issue of a daily newspaper in English
Language and a daily newspaper in Urdu language having circulation in
the province where the stock exchange is situated.

 If the directors who are offering themselves to be elected are not more
than the fixed number of directors to be standing in election fixed by the
directors, than the directors shall stand elected unopposed.

 A member can give all his votes to any one applicants or he may
distribute it to more than one applicant as he deems appropriate. The
person getting the highest number of votes shall be considered as a
director then the second and then third until the number of directors
fixed for election is reached.
 A. Declaring election of directors invalid:
 The Court has got the authority and power to declare the election of
directors invalid. For which it has certain grounds; the members who
have at least 20% of the voting power can make an appeal in the court
for the invalid elections or to any particular contestant in the election. But
such an appeal shall be made within the 30days of election, and if the
court is satisfied with the charge along with the evidences action would
be taken.

 VACATION OF OFFICE BY DIRECTORS:

1. Casual vacancy:
 Directors are appointed for a term of three years, however they may
earlier resign from the office and casual vacancy shall be filled by the
remaining directors. There is no time limit specified in the ordinance
for the filling of casual vacancy. But the company shall not work with
below the required number of directors.
The director appointed under a casual vacancy shall be appointed for
the remainder of the term of the directors and shall vacate the office
when the term of routine directors end.

2. Removal from office:

 Director may be removed from the office by the members of the
company by passing a resolution in their meeting. No director has
power to remove any other director from office.

 The director shall not be considered to have been removed if the

number of votes casted against the resolution equals or exceeds the
 least number of votes which were enough to qualify a person as a
director in the last election of directors.

3. Vacation by contravention of provisions of the ordinance:

 A director shall be treated to have vacated the office of director if he

becomes subject to any of the ineligibilities as discussed above or he
absents himself from three consecutive meetings of the board or
from all meeting held in a consecutive period of three months,
whichever is longer.

 Further a director shall be treated to have vacated the office of

director if he, his partnership firm in which he is a partner or any
private company in which he is a director, accepts any loan or
guarantee in contravention of the provisions of this Ordinance or
accepts any office of profit without sanction of company in a general
meeting however office of chief executive, legal or technical advisor
and banker are not covered by the above prohibition.