Chapter III MANAGEMENT OF THE CORPORATION.

(1) The general superintendence, direction and management of the affairs and business of the Corporation shall vest in a Board of directors which may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation under this Act. (2) The Board in discharging its functions shall act, having regard to public interest, welfare of the Scheduled Tribes and solvency of the Corporation and shall be guided by such instructions on questions of policy as the State Government may give to it from time to time. (3) If any doubt arises as to whether a question is or is not a question of policy the decision of the State Government thereon shall be final.

(1) The Board shall consists of nine directors who shall be nominated by the State Government: Provided that not less than three directors shall be officials and the re-maining directors shall be non-officials who shall be nominated from amongst persons who, in the opinion of the State Government, have special knowledge or practical experience in matters relating to agriculture ; agro-industries, water development projects, finance, or co-operation : Provided further that not less than three diretors shall belong to the Scheduled Tribes. (2) The State Government shall appoint one of the directors as Chairman and one of the other directors as Vice-Chairman. (3) On the occurrence of any vacancy in the office of a director due to death, resignation or otherwise, the same shall be filled up by the State Government in the manner provided in sub-section (1) (4) (a) (i) There shall be paid to the Chairman such honorarium not exceeding Rs. 2,500 per month as may be prescribed. (ii) The Chairman shall be entitled to the use of such unfurnished resi-dental accommodation, without payment of rent, as the State Government may, by general or special order, direct so long as he is the Chairman and for a period of fifteen days immediately after he ceases to be such Chairman or in lieu of such residential accommodation, to a house allowance at the rate of Rs. 500 per month subject to actual rent paid and no charge shall fall on the Chairman personally in respect of the maintenance of any residential accommodation provided to him. (iii) The Corporation may, for the use of the Chairman, provide a motor car on such conditions as regards its maintenance and repairs and the charges to be recovered from the Chairman for its private use, as may be prescribed. (iv) Where the Corporation has provided for the use of the Chairman a motor car, it shall also provide to him free of charge the services of a driver for such motor car. (v) The Chairman shall be entitled to travelling and daily allowances while touring on the business of the Corporation at such rates and upon such conditions as may be prescribed. (vi) The Corporation shall cause a telephone installed at the place where the Chairman ordinarily resides, on such conditions as to the payment of the rental and other charges in repect thereof by the Chairman as may be prescribed. (vii) There shall be paid to the Vice-Chairman such honorarium not exceeding Rs. 1,500 per month as may be prescribed. (viii) The provisions of sub-clauses (ii) to (vi) shall mutatis mutandis apply in relation to the Vice-Chairman as they apply

The director shall hold office during the pleasure of the State Government.

A person shall be disqualified for being nominated as, and for being a director, if he— (a) is, or at any time has been, adjudicated insolvent or has suspended payment of his debts or has compounded with his creditors; or (b) is of unsound mind and stands so declared by a competent court; or (c) is or has been convicted of any offence which, in the opinion of the State Government, involves moral turpitude ; or (d) is or has been removed or dismissed from the service of any State Government or the Central Government or a Corporation owned or controlled by any State Government or the Central Government.

A director who has any direct or indirect pecuniary interest in any matter coming up for consideration at a meeting of the Board shall, as soon as possible, after the relevant circumstances have come to his knowledge, disclose the nature of his interest at such meeting and the disclosure shall be recorded in the minutes of the Board and the director shall not take any part in any deliberation or decision of the Board with respect to that matter.

(1) the State Government may at any time, after consulting the Board, remove any director from office, if, in its opinion such a director— (a) is or has become subject to any disqualification mentioned in section 9; (b) is absent without leave of the Board from more than three consecutive meetings thereof without cause sufficient, in the opinion of the Board, to exonerate his absence ; (c) has acted in contravention of the provisions of section 10; or (d) has been guilty of misconduct in the discharge of his duties : Provided that no order of removal shall be passed without giving the director a reasonable opportunity of showing cause against the proposed order. (2) A director may resign his office by giving notice thereof in writing to the State Government and on such resignation being accepted he shall be deemed to have vacated his office.

(1) The Board shall meet at such times and places and shall observe such rules of procedure in regard to the transaction of business at its meetings (including the quorum at such meetings) as may be provided by regulations. (2) The Chairman or, if for any reason he is unable to attend any meeting, the Vice-Chairman or, if for any reason he is also unable to attend any meeting, any other director elected by the directors present at the meeting, shall preside at the meeting of the Board. (3) All questions which come up before any meeting of the Board shall be decided by a majority of the votes of directors present and voting, and in the event of an equality of votes the Chairman, or in his absence, the Vice-Chairman or in absence of both the Chairman and the Vice-Chairman the person presiding, shall have and exercise a second or casting vote.

(1) The State Government shall appoint one of the official directors as Executive Director. (2) The Executive Director who shall be a whole time officer of the Corporation shall— (a) be its Chief Executive Officer. (b) be responsible for the operational management of the Corporation and implementation of the general policies approved by the Board. (c) perform such duties as the Board may, by regulations or otherwise, assign to him ; (d) receive such salary and allowances and be governed by such terms and conditions of service as may be determined by the Board and approved by the State Government. (3) If the Executive Director is by infirmity or otherwise rendered incapable of carrying out his duties or is absent on leave or otherwise in circumstances not involving the vacation of his appointment, the State Government may appoint another person to act in his place during his absence.

(1) No act or proceeding of the Board shall be questioned or be invalid on the ground merely of the existence of any vacancy in, or any defect in, the constitution of the Board. (2) No act done by any person acting in good faith as a director shall be deemed to be invalid merely on the ground that he was disqualified to be a director or that there was any other defect in his nomination.

the income and expenditure account of the Corporation and it shall be the duty of the auditors to examine them together with the accounts and vouchers relating thereto, and they shall have a list delivered to them of all books kept by the Corporation and shall at all reasonable times have access to the books, accounts and other documents of the Corporation and may require from any director or officer of the Corporation such information as they may think necessary for the performance of their duties as auditors.

(3) The auditors shall make a report to the Corporation upon the annual balance-sheet and accounts examined by them and in every such report they shall state whether, in their opinion the balance-sheet is a full and fair balance- sheet containing all necessary particulars and properly drawn up so as to exhibit a true and fair view of the state of affairs of the Corporation. (5) The Corporation shall furnish to the State Government a copy of its balance-sheet and accounts together with a copy of the report made by the auditors under sub-section (3) and a report on the working of the Corporation during the relevant period, within four months from the date on which its accounts are closed and balanced. (6) Copies of the reports referred to in sub-section (5) shall be laid by the State Government, as soon as may be, before the State Legislature.