Section 256 - Ascertainment of directors retiring by rotation and filling of vacancies.

Directors retiring by rotation: procedure for reappointment and filling vacancies on adjournment, subject to specified exceptions.

One third of directors liable to retire by rotation shall retire; those longest in office retire, with contemporaneous appointees determined by lot. At the annual general meeting the company may reappoint the retiring director or fill the vacancy with another person. If not filled and the meeting has not resolved expressly not to fill it, the meeting is adjourned; if still unfilled at the adjourned meeting the retiring director is deemed re appointed unless a resolution for reappointment was lost, the director has given written unwillingness, is unqualified or disqualified, a special or ordinary resolution is required, or a specified proviso applies.