460 COMPANIES ACT, 1862. have access to the books and accounts of the company they may, at the expense of the company, employ accountants or other persons 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 these regulations of the company, and properly drawn up, so as to exhibit a true and correct view of the state of the company's affairs; and in case they have called for explanation 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. Notices. (35) A notice may be served by the company upon any member either personally, or by sending it through the post in a pre-paid letter addressed to such member at his registered place of abode. Schedule II. Form B. (36.) Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed, and put into the postoffice. Winding up. (37.) The company shall be wound up voluntarily whenever an extraordinary resolution, as defined by the Companies Act 1862, is passed, requiring the company to be wound up voluntarily. See section 129 of the Act, supra. 461 MEMORANDUM AND ARTICLES OF ASSOCIATION OF A Memorandum of Association. 1st. The name of the company is "The Highland Hotel Company, Limited." 2nd. The registered office of the company will be situate in Scotland. 3rd. The objects for which the company is established are "the facilitating travelling in the Highlands of Scotland, by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing all such other things as are incidental or conducive to the attainment of the above object." 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 may be required not exceeding twenty pounds. Schedule II. Form C. WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Articles of Association to accompany preceding Memorandum of Association. 1. The capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each. 2. The directors may, with the sanction of the company in general meeting, reduce the amount of hares. 3. The directors may, with the sanction of the company in general meeting, cancel any shares belonging to the company. 4. All the articles of Table A. shall be deemed to 463 464 COMPANIES ACT, 1862. be incorporated with these articles, and to apply to the company. WE, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the company set opposite our respective names. Dated the 22nd day of November, 1861. A. B., No. 13, Hute Street, Clerkenwell, Middlesex. |