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(Table B.)

TABLE OF FEES TO BE PAID TO THE REGISTRAR OF JOINT
STOCK COMPANIES BY A COMPANY HAVING A CAPITAL

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CHAP. 128.

and a yearly fee of $150.

For registration of any increase of capital made after the first registration of a company the same fees as would have been payable if the amount to which the capital is increased had been the original capital of the company at the time of registration, less any fee paid upon the original registration.

For registering any existing company, the same fees as are payable in respect to a new company of the same nominal capital.

For registering any document required to be regis
tered, other than the memorandum of association. $1
For making a record of any fact by law authorized or
required to be recorded by the registrar.....

$1

(Table C.)

TABLE OF FEES TO BE PAID TO THE REGISTRAR

OF JOINT

STOCK COMPANIES BY A COMPANY NOT HAVING A
CAPITAL DIVIDED INTO SHARES.

For registration of a company whose number of
members, as stated in the articles of association,
does not exceed 20.....

$10

For registration of a company whose number of
members, as stated in the articles of association,
exceeds 20, but does not exceed 100....

$25

For registration of a company whose number of members, as stated in the articles of association, exceeds 100, but is not stated to be unlimited, the above fee of $25, with an additional $1 for every 50 members, or less number than 50 members after the first 100.

For registration of a company in which the number
of members is stated in the articles of association
to be unlimited, a fee of......

For registration of any increase on the number of
members made after the registration of the com-
pany in respect to every 50 members, or less than
50 members, of such increase

$100

$1

Provided that no one company shall be liable to pay on the whole a

CHAP. 128. greater fee than $100 in respect to its number of members, taking into account the fee paid on the first registration of the company.

For registering any document by law required or
authorized to be registered, other than the mem-
orandum of association

For making a record of any fact hereby authorized
or required to be recorded by the registrar of com-
panies, a fee of....

$1

$1

SECOND SCHEDULE.
(Form A.)

MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY

SHARES.

1st. The name of the company is "The Eastern Steam Packet Company, limited."

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2nd. The registered office of the company will be situated at.
3rd. The objects for which the company is established are
veyance of passengers and goods in ships or boats between such places as
the company from time to time determines, and the doing all such
other things as are incidental or conducive to the attainment of the above
objects.

4th. The liability of the members is limit d.
5th. The capital of the company is

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dollars, divided dollars each.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of the memorandum of association, and we respectively agree to take the number of shares in the capital stock of the company set opposite our respective names.

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Memorandum and articles of Association of a company limited by guarantee, and not having a capital divided into shares.

MEMORANDUM OF ASSOCIATION.

1st. The name of the company is the "Nova Scotia Mutual Marine Association, limited."

2nd. The registered office of the company will be situated at....

3rd. The objects for which the company is established are the mutual insurance of ships belonging to members of the company, and the doing all such other things as are incidental or conducive to the attainment of the above objects.

4th. Every member of the company undertakes to contribute to the assets of the company in the event of the same being wound up during the time that he is a member or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as is required, not exceeding

dollars.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of asssociation.

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CHAP. 128.

Witness to the signatures,

A. B., ........ No........ Street, ....... Nova Scotia.

ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF

ASSOCIATION.

(1.) The company for the purpose of registration is declared to consist of five hundred members.

(2.) The directors hereinafter mentioned may, whenever the business of the association requires it, register an increase of members.

DEFINITION OF MEMBER.

(3.) Every person shall be deemed to have agreed to become a member of the company who insures any ship, or share in a ship, in pursuance of the regulations hereinafter contained.

GENERAL MEETINGS.

(4.) The first general meeting shall be held at such time, not being more than three months after the incorporation of the company, and at such place, as the directors determine,

(5.) Subsequent general meetings shall be held at such time and place as are prescribed by the company in general meeting; and if no other time and place is prescribed, a general meeting shall be held on the first Monday in February in every year, at such place as is determine l by the directors. (6.) The above mentioned general meetings shall be called ordinary meetings; and other general meetings shall be called extraordinary.

(7.) The directors may, whenever they think fit, and they shall upon a requisition made in writing by any five or more members, convene an extraordinary meeting. ⚫

(8.) Any requisition made by the members shall express the object of the meeting proposed to be called, and shall be left at the registered office of the company.

(9.) Upon the receipt of such requisition the directors shall forthwith proceed to convene a general meeting. If they do not proceed to convene

CHAP. 128, the same within twenty-one days from the date of the requisition, the requisitionists, or any other five members, may themselves convene a meeting.

PROCEEDINGS AT GENERAL MEETINGS.

(10.) Seven days' notice at the least, specifying the place, the day, and the hour of meeting, and in case of special business the general nature of such business, shall be given to the members in manner hereinafter mentioned, or in such other manner, if any, as is prescribed by the company in general meeting; but the non-receipt of such notice by any member shall not invalidate the proceedings at any general meeting.

(11.) All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of the consideration of the accounts, balance sheets, and the ordinary report of the directors.

(12.) No business shall be transacted at any meeting, except the declaration of a dividend, unless a quorum of members is present at the commencement of such business; and such quorum shall be ascertained as follows, that is to say: If the members of the company at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten, there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limitation, that no quorum shall in any casc exceed thirty.

(13.) If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case it shall stand adjourned to the same day in the following week at the same time and place; and if at such adjourned meeting a quorum. of members is not present, it shall be adjourned sine die.

(14.) The chairman (if any) of the directors shall preside as chairman at every general meeting of the company.

(15.) If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the members present shall choose some one of their number to be chairman at such meeting.

(16.) The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place

(17.) At any general meeting, unless a poll is demanded by at least five members, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favor of or against such resolution.

(18) If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the company in general meeting.

VOTES OF MEMBERS.

(19.) Every member shall have one vote and no more.

(20.) If any member is a lunatic or idiot he may vote by guardian. (21.) No member shall be entitled to vote at any meeting unless all moneys due from him to the company have been paid.

(22.) Votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointer, or if such appointer is a corporation, under its common seal.

(23.) No person shall be appointed a proxy who is not a member, and the instrument appointing him shall be deposited at the registered office of the company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote.

(24.) Any instrument appointing a proxy shall be in the following CHAP. 128.

form :

The.

I,

member of the of......

of

Company, limited.

being a

in the county of.. company, limited, hereby appoint...... as my proxy, to vote for me on my behalf at the (ordinary or extraordinary as the case may be), general meeting of the company to be held on the day of and at any adjournment thereof (or, at any meeting of the company that is held in the year)

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(25.) The number of the directors, and the names of the first directors, shall be first determined by the subscribers of the memorandum of association.

(26.) Until directors are appointed, the subscribers of the memorandum of association shall for all the purposes of this Chapter be deemed to be directors.

POWERS OF DIRECTORS.

(27.) The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not hereby required to be exercised by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made.

ELECTION OF DIRECTORS.

(28.) The directors shall be elected annually by the company in general meeting.

BUSINESS OF COMPANY.

(Here insert rules as to mode in which business of insurance is to

be conducted.)

(29.) The accounts of the company shall be audited by a committee of five members, to be called the audit committee.

(30.) The first audit committee shall be nominated by the directors out of the body of members.

(31.) Subsequent audit committees shall be nominated by the members at the ordinary general meeting in each year.

(32.) The audit committee shall be supplied with a copy of the balance sheet, and it shall be their duty to examine the same, with the accounts and vouchers relating thereto.

(33.) The audit committee shall have a list delivered to them of all books kept by the company, and they shall at all reasonable times have access to the books and accounts of the company; they may, at the expense of the company, employ accountants or other persous to assist them in investigating such accounts, and they may in relation to such accounts examine the directors or any other officer of the company.

(34.) The audit committee shall make a report to the members upon the balance sheet and accounts, and in every such report they shall state whether in their opinion the balance sheet is a full and fair balance sheet, containing the particulars required by the regulations of the company, and properly drawn up, so as to exhibit a true and correct view of the company's affairs, and in case they have called for explanations or information from the directors, whether such explanations or information have been given by the directors and whether they have been satisfactory, and such report shall be read, together with the report of the directors, at the ordinary meeting.

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