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 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 of directors in discharging its functions shall act on sound business principles having regard to public interest, welfare of Scheduled Castes and solvency of the Corporation and shall be guided by such instructions on questions of policy as may be given to it by the State Government. (3) If any doubt arises as to whether a question is or is not a question of policythe decision of the State Government thereon shall be final.

(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 Governor in the manner provided in sub-section (1).

(4) Subject to the provisions of this Act, the terms and conditions of appointment of the directors 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 Executive Director and the ex officio directors shall be one year and they shall be eligible for re-appointment:

Provided that the Executive Director may be removed by the Government at any time notwithstanding anything contained in section 11.

A person shall be disqualified for being nominated as, and for being, a director of the Corporation- (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 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 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) If for any reason, the Chairman is unable to attend any meeting, the Vice-Chairman, and in his absence, any other director, elected from amongst the directors present at the meeting, shall preside at the meeting.

(3) All questions, which come up before any meeting, shall be decided by a majority of the votes of directors present and voting, and, in the event of equality of votes, the Chairman, or in his absence, the Vice-Chairman, or in his absence, the director presiding over the meeting, shall have and exercise a second or casting vote.

(1) The Governor shall appoint an officer of the State Government, as Executive Director who shall hold that office during its pleasure.

(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 Governor may appoint another person 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 may, by general or special order, delegate to the Executive 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.