(l) The election ofdirectors under Sec. 48 of the Act shall take place at a meeting (tobe held at the place where the principal office of the company issituated or, with the prior consent and approval in writing of theController of Insurance, at any other place) of the holders ofpolicies of life insurance issued by the company, who are eligible tovote at such election and the first such election shall be held assoon as possible after the said section becomes applicable acceptoffice.
(2) Not less than three months before the meeting is to be held,there shall be inserted in a newspaper published in the Englishlanguage and in a newspaper published in an Indian languagecirculating in the place where the principal office of the company issituated and, if there are policy-holders of the company residing ina State other than that in which the principal office is situated, ina newspaper published in the English language and, if the company sodesires, in a newspaper published in the principal language of theState, both being papers circulating in that State, a notice statingthe number, which shall be fixed with a view to affording votes thefullest opportunities for attending, and informing policy-holders howto obtain admission to the meeting according to the mannerhereinafter described.
Such notice shall also set forth thequalifications which a person must possess in order to be eligiblefor election as a director, and shall invite applications fromeligible persons prepared to accept office:
Provided that, where a company prints on its policies thequalifications of elected directors as Set forth in rule 13, andissues, at least six months before the election, to all existingpolicy-holders whose policies do not contain a statement of thosequalifications as modified up to date, a notice setting forth suchmodified qualifications, the notice to be published in newspapers inaccordance with this sub-rule need not set forth thosequalifications:
Provided further that a company may, in respect of one or moreStates instead of publishing the notice in newspapers, send it bypost to every policy-holder residing therein.
(3) The applications from eligible persons prepared to acceptoffice as elected directions of the company shall be sent byregistered post to the principal office of the company so as to reachit not less than two months before the date of the meeting. Suchapplications shall be made in the English language or in a principallanguage of the State in which the principal office of the company issituated. If the number of such applicants does not exceed the numberof directors to be elected, all such applicants shall be deemed tohave been elected as directors and it shall not be necessary to holdthe meeting of policy-holders as previously announced.
The companyshall in that event inform the policy-holders forthwith by noticeinserted in newspapers as in sub-rule (2). or by notice sentindividually by post to those policy-holders who are eligible to voteand who apply for a certificate of admission under sub-rule (4) or byboth methods of the names of persons elected as directors and of thecancellation of the meeting.
(3-A) An application sent under sub-rule (3) shall give theapplicant's name and address and the numbers of and amounts of thesums insured by the policies by virtue of which he claims to beeligible for election.
(4) Every policy-holder who desires to attend the meeting shallapply to the company for a certificate of admission, such applicationto reach the company not less than two months before the date of themeeting, and the company on being satisfied that the applicant holdsa policy of life insurance issued by the company not less than sixmonths before the date of election shall issue a certificate at leastone month before the date of the meeting.
Such certificate shall, ifapplied for by post, be sent only to the address of the policy-holderor if applied for in person be delivered only on production of therelevant policy and shall, in any case, be accompanied by a statementof the names and addresses of the eligible persons prepared to acceptoffice whose applicants have been received by the company undersub-rule (3). A certificate of admission shall not be transferable.
(5) No person other than those whose presence is, in the opinionof the chairman necessary for the conduct of the meeting shall beadmitted to the meeting unless he produces the certificate ofadmission granted to him under sub-rule (4).
(6) The meeting shall be presided over by the Chairman for thetime being of the Board of Directors of the company, or in hisabsence by any director nominated by him, or in the absence of anysuch director by a Chairman elected by the policy-holders present atthe meeting.
(7) Votes for the election of directors may be given at themeeting either personally or by proxy and in the manner hereinafterprovided in this rule.
The instrument appointing a proxy shall be inwriting in Form IV-C under the hand of the appointer in favour of apolicy-holder, and shall be presented at the principal office of thecompany not less than one month before the date of the meeting. Nopolicy-holder shall appoint more than one proxy irrespective ofpolicies he holds.
(8) Every policy-holder present at the meeting shall be given onevoting paper on his own behalf irrespective of the number of policieshe holds and one voting paper in respect of each proxy, if any, whichhe holds. The number of votes to be given on each voting paper shallnot exceed the number of directors to be elected and not more thanone vote shall be given on each voting paper to any one candidate:
Provided that a policy-holder may, if he prefers, vote on onevoting paper in respect of all the proxies he holds. In that event,the number of votes to be given on the voting paper shall not exceedthe number of directors to be elected multiplied by the number ofproxies held and the number of votes given to any one candidate onthat paper shall not exceed the number of proxies held.
(8-A) If any policy-holder is a lunatic or an idiot, he may voteby his legal representative: and if any policy-holder is a minor hemay vote by his legally appointed guardian, or any of such guardians,if more than one.
(8-B) If a policy has been proposed for, and taken out jointly by,more than one person having insurable interest between them, eachsuch person shall be entitled to vote as a holder of that policy.
(9) The votes shall be counted by the company's auditors ifpresent in that capacity, or failing them by scrutineers appointed bythe meeting, and working under the supervision of the Chairman. Theresult of the ballot shall be announced at the meeting and in theevent of an equality of votes the election shall be decided by lot:
Provided that if the counting of votes is not likely to becompleted by 7 p.m.
on the date of the meeting, the Chairman maylock, seal and take charge of the ballot box in the presence of themeeting and postpone the counting of votes by not more than 48 hours.The opening of the ballot box shall be done by the Chairman and thecounting shall be carried out by the same persons as are specified inthis sub-rule for this purpose within the said 48 hours afterreasonable notice of the time and place where the counting is to takeplace has been given to the candidates but no others except thosewhose presence is necessary for the purpose of making the countingand the declaration. Each candidate or in his absence his authorizedrepresentative shall be allowed to be present to witness the openingand the counting. The result of the ballot shall then be communicatedby notice published in newspapers as in sub-rule (2) or individuallyby post to all policy-holders who were present in person at theelection or by both methods.
(10) For the purpose; of sub-rule (3) of rule 15, a list shall beprepared of those of the unsuccessful candidates in whose favour anyvalid votes are cast in descending order of the number of such votescast for each. If two or more such candidates have an equal number ofsuch votes cast for them, they shall be placed in the list in thealphabetical order of their signatures in their applications undersub-rule (3). For the purposes of this sub-rule, no valid vote shallbe deemed to be cast for a candidate if his own vote is the only votecast for him.
(10-A) No election shall be held at any meeting convened underthese rules unless a quorum of policy-holders holding certificatesissued under sub-rule
(4) is personally present at the time when themeeting proceeds to business. The number of such certificate holderswho must personally be present to constitute a quorum shall be fivetimes the number of directors to be elected at that meeting.
(10-B) If within half an hour from the time appointed for themeeting a quorum is not present, the meeting shall stand adjourned tothe same day in the next week at the same time and place, and it atthe adjourned meeting a quorum is not present within half an hourfrom the time appointed for the meeting, the policy-holders presentand holding certificates issued under sub-rule (4) shall be a quorum.
(11) An election held in accordance with this rule shall not beinvalid merely by reason of the accidental omission to send anynotice or other document to, or the non-receipt of any notice orother document by, any policy-holder, or of any other accidentalirregularity or informality in the observance of the provisions ofthis rule.