: (1) The appointment of directors of the company shall be made by the general meeting of the company subject to the provisions written in section 89 and regulations. But,
(1) The directors shall be appointed by the founders until the first annual general meeting of the company (2) If the position of director appointed by the annual general meeting becomes vacant due to any reason, the board of directors shall appoint another director in that vacancy.
(2) Notwithstanding anything written in sub-section (1), in the case of a company in which shares have been taken by an organized body, the total number of directors of the company and the number of shares held by that body shall be in proportion to the number of directors and such director is unable to participate in the meeting of the committee for any reason. Such an organization can also appoint an alternate director to attend and vote in the meeting of the committee instead of each director.
(3) If a director appointed in accordance with sub-section (2) is unable to attend the meeting of the board of directors of the company, such director shall provide information about the matter to his alternate director and the board of directors. In that case, the alternate director will be allowed to participate in the committee meeting and vote.
(4) The alternate director appointed according to sub-section (2) cannot participate and vote in the meeting of the board of directors except in the case of sub-section (3).