NSDL -BYELAWS -2000 CH-4 4. EXECUTIVE COMMITTEE 4.1. CONSTITUTION 4.1.1. An Executive Committee shall be appointed by the Board of Directors for the purpose of managing the day to day affairs of the Depository. 4.1.2. The Executive Committee shall consist of not more than fifteen members. 4.1.3. The Executive Committee appointed by the Board of Directors shall consist of :- i. the Managing Director of the Depository; ii. not more than five persons nominated in that behalf by the Board of Directors from the Users to be known as User Representatives; iii. not more than five individual persons of eminence in the field of finance, accounting, law or any other discipline or amongst the investors as may be nominated by the Board of Directors; iv. four persons nominated in that behalf by the Board of Directors as 'Other Nominees'. 4.2. POWERS OF THE EXECUTIVE COMMITTEE 4.2.1. The Executive Committee may exercise such of the powers that may be delegated by the Board of Directors in accordance with the provisions of Bye Law 3.1.2 4.2.2. Subject to the provisions of The Depositories Act, 1996, The Securities and Exchange Board of India Act, 1992 and any directives thereunder, The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 and such other directives or regulations as may be specified by the Securities and Exchange Board of India from time to time, the Executive Committee may modify, amend, add or repeal any of the provisions of the Business Rules framed by it. 4.2.3. The Executive Committee may from time to time, constitute sub- committees consisting of two or more of its members which shall report to it on such matters as it may deem fit. The constitution, quorum, and responsibilities of such sub-committees will be determined by the Executive Committee. 4.3. USER REPRESENTATIVES 4.3.1. Subject to the provisions of Bye Laws 4.4.1 & 4.7.1, the Board of Directors shall nominate on the Executive Committee from time to time, not more than five persons from amongst the User Representatives. The persons from amongst the User Representatives so nominated by the Board of Directors shall hold office for a period of two years and shall be eligible for re-nomination subject to Bye Law 4.4.2. 4.3.2. Any vacancy caused by the resignation, removal, death, insolvency or otherwise of such a nominated person shall be filled in by the Board of Directors by a suitable nomination. 4.4. ELIGIBILITY OF USER REPRESENTATIVES TO BECOME EXECUTIVE COMMITTEE MEMBERS 4.4.1. No User Representative shall be eligible to be nominated as a member of the Executive Committee :- i. unless the Participant satisfies the requirement, if any, specified in that behalf by The Securities Contracts (Regulation) Act, 1956 or the rules framed thereunder, The Securities and Exchange Board of India Act, 1992 and any directives thereunder, The Depositories Act, 1996, The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 and such other directives or Regulations as may be specified by the Securities and Exchange Board of India from time to time; ii. unless he is a User Representative and has adequate experience as a market intermediary; iii. if he is a partner of a User Representative, who is already a member of the Executive Committee; iv. if he has at any point of time been declared as defaulter or failed to meet his liabilities in the ordinary course of business or compounded with his creditors; v. if he has been expelled or suspended by the Disciplinary Action Committee of the Depository. 4.4.2. A User Representative nominated for two consecutive terms as a member on the Executive Committee shall not be eligible to be re- nominated to the Executive Committee unless a period of two years has elapsed since his last nomination. 4.5. NOMINATION OF PERSONS OF EMINENCE 4.5.1. Subject to the provisions of Bye Law 4.4.1, the Board of Directors shall nominate on the Executive Committee from time to time such individual persons of eminence in the field of finance, accounting, law or any other discipline, or amongst investors, as decided by the Board of Directors. The persons from amongst them so nominated by the Board of Directors shall hold office for a period of two years and shall be eligible for re-nomination. 4.5.2. Any vacancy caused from amongst the nominated User Representatives shall be filled in by the Board of Directors by a suitable nomination. 4.6. OTHER NOMINEES 4.6.1. The Board of Directors shall nominate on the Executive Committee from time to time not more than four persons to be known as 'Other Nominees', who shall hold office for a period of two years and shall be eligible for re-nomination. Such other nominees may include two senior officers of the Depository. 4.6.2. Any vacancy caused from amongst them shall be filled in by the Board of Directors by a suitable nomination. 4.7. VACATION OF OFFICE OF NOMINEES OF THE BOARD OF DIRECTORS 4.7.1. The office of any nominee of the Board of Directors, including that of the User Representatives, persons of eminence and other nominees on the Executive Committee, shall ipso facto be vacated, if :- i) he, by notice in writing addressed to the Chairman of the Executive Committee, resigns his office; ii) he is adjudicated insolvent; iii) he applies to be adjudicated insolvent; iv) he is convicted by any court in India, of any offence, and sentenced in respect thereof to imprisonment for not less than thirty days; v) he absents himself from three consecutive meetings of the Executive Committee or from all meetings of the Executive Committee for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Executive Committee; vi) in the case of a Participant, if it ceases to be a Participant of the Depository, or if it is suspended, or expelled, or if its Participant ship is terminated by the Depository in accordance with these Bye Laws; vii) in the case of a User, if the User's registration has been suspended or cancelled by the Securities and Exchange Board of India; viii) in the case of an employee of the Depository, if he ceases to be an employee of the Depository. Provided further that, if at any time the Board of Directors, in its absolute discretion is satisfied that circumstances exist which render it necessary in the interest of the investor to do so, the Board of Directors may cancel the nomination of any person nominated to the Executive Committee. 4.8. OFFICE BEARERS OF EXECUTIVE COMMITTEE 4.8.1. The Executive Committee shall, from time to time, have the following office bearers namely, a Chairman and a Vice Chairman. 4.8.2. The Managing Director of the Depository shall be the Chairman of the Executive Committee. 4.8.3. The Executive Committee may elect one among themselves as the Vice Chairman. 4.8.4. The Vice Chairman so elected shall hold office for a period of one year and shall be eligible for re-election. 4.8.5. In the event of any casual vacancy arising in the office of the Chairman, the Vice Chairman shall act as the Chairman to fill the casual vacancy, and the Executive Committee shall nominate, from amongst the members, an acting Vice Chairman to fill in the casual vacancy so caused in the post of the Vice Chairman. 4.8.6. In the event of any casual vacancy arising in the office of the Vice Chairman, the Executive Committee may nominate any person to act as the acting Vice Chairman during the period of such casual vacancy. Such acting Vice Chairman shall hold office for the same period as the office bearer in whose place he holds office. 4.9. MEETINGS OF THE EXECUTIVE COMMITTEE 4.9.1. *The Chairman of the Executive Committee may, at any time, convene a meeting of the Executive Committee. 4.9.2. *(Amended w.e.f. September 12, 1997. Prior to this amendment, Bye Law 4.9.2 read as follows : 4.9.2 The Executive Committee may meet at least once in every calendar month for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings, as it thinks fit.) The Executive Committee shall meet at least once in every two months for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings, as it thinks fit. 4.9.3. The quorum for a meeting of the Executive Committee shall be five. 4.9.4. Provided that where at any time, the number of interested members exceeds two-thirds of the total strength, then the number of remaining members, i.e., the number of members not interested shall be the quorum for the meeting. An interested member means any member who is directly or indirectly concerned or interested in the issue or matter to be dealt with at the meeting of the Executive Committee and whose presence shall not count for the purpose of forming the quorum of such meeting. 4.9.5. Questions arising at any meeting of the Executive Committee shall be decided by a majority of the votes cast by members present and voting. In the case of equality of votes, the Chairman of the Executive Committee shall have a second or casting vote. 4.9.6. At all meetings of the Executive Committee, the Chairman shall ordinarily preside and in his absence, the Vice-Chairman shall preside. If the Vice-Chairman is also not present at the meeting, the members of the Executive Committee present shall choose one from among themselves to be the Chairman of such meeting. 4.10. POWERS OF THE CHAIRMAN 4.10.1. The Chairman shall be entitled to exercise any or all of the powers, exercisable by the Executive Committee whenever he is of the opinion that immediate action is necessary, subject to such action being ratified by the Executive Committee within the time stipulated by the Executive Committee.