Chapter III MANAGEMENT OF THE CORPORATION

(3) The Board in discharging its functions shall act on such principles which shall be in consonance with the policy of the Government having regard to public interest, welfare of antyodaya families and solvency of the Corporation and shall be guided by such instructions on question of policy as may be given to it by the State Government. (4) 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 consist of nine Directors who shall be nominated by the State Government: Provided that the Chief Minister, Himachal Pradesh, shall be ex-officio Director and Chairman of the Board: Provided further that not less than two Directors shall be nominated from amongst the persons who have special knowledge of rural conditions of Himachal Pradesh and interest in the upliftment of antyodaya families: Provided further that if it is expedient so to do the State Government may nominate any of the Directors to be the Vice-Chairman of the Board and he shall perform such duties and exercise such powers as may be assigned to him or conferred upon him, as the case may be, by the Board under sub-section (3) of section 15 of the Act. (2) On the occurrence of any vacancy in the Office of a director or the Vice Chairman due to death, resignation or otherwise, the same shall be filled up by the State Government in the manner provided in sub-section (1). (3) Subject to the provisions of this Act, the terms and conditions of appointment of the directors and the Vice-Chairman and the fees and allowances payable to them, shall be such as may be prescribed.

The term of office of the directors, other than the Chairman and the managing director shall be three years and they shall be eligible for reappointment.

A person shall be disqualified for being nominated as, and for being a director- (a) if he is or at any time has been adjudicated insolvent or has suspended payment of his debts or has compounded with his creditors; (b) if he is of unsound mind and stands so declared by a competent court; (c) if he is or has been convicted of any offence which in the opinion of the State Government involves moral turpitude; or (d) if he has been removed or dismissed from the service of any State Government or Central Government or a Corporation owned or controlled by any State Government or 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 or a committee thereof 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 meeting of the Board or the committee, as the case may be, and the director shall not take any part in any deliberation or decision of the Board or the committee with respect to that matter.

(1) The State Government may, at any time, remove any director from office, if in its opinion such 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 a 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 found guilty for any other reason which may be considered sufficient by the Board: 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 meetings) as may be provided by regulations made by the Corporation under this Act. (2) The Chairman, and in his absence the Vice-Chairman, and in the absence of both, any other director elected by the directors from amongst themselves, shall preside at every meeting of the Board. (3) All questions which come up before any meeting of the Board shall be decided by a majority of votes of directors present and voting, and in the event of an equality of votes, The Chairman, the Vice-Chairman or the person presiding, as the case may be, shall have and exercise a second or casting vote.

(1) The State Government shall appoint one of the directors, being an officer of the State Government, as managing director who shall hold that office during its pleasure. (2) The managing director 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 managing 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 director who is an officer of the State Government to act in his place during his absence.

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

(1) The Board may appoint such officers and employees as it considers necessary, for the efficient performance of the functions of the Corporation and determine by regulations or otherwise their conditions of appointment and service and the remuneration payable to them. (2) The Board shall, in respect of reservation of appointments, and posts in favour of the members of scheduled castes, scheduled tribes, backward classes and antyodaya families, comply with such directions, as may be issued by the State Government, from time to time, for ensuring adequate representation to such members in the service under the Corporation. (3) The Board may, by general or special order, delegate to the chairman, the Vice-Chairman, the managing director, director or to any other officer or employee of the Corporation, subject to such conditions and limitations, if any, as may be specified, such of its powers and duties under this Act, except the power to make regulations, as it may deem necessary.