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Of Memoranda and Articles of Association.

595 flour, bran, or otherwise; with power for the company to purchase or take on lease or otherwise, any land or easements in land, to purchase, erect or take on lease or otherwise any mills plant machinery or other thing that may be necessary or convenient for the business of the company; to purchase the goodwill of any miller's or baker's business, to make advances to any miller or baker with a view to extend the business of the company, to enter into arrangements with any company or person exercising the trade of millers for carrying on business jointly or subject to any special conditions; with power also to purchase the business or co-operation of any other company; and on the occasion of such purchase to enter into any arrangements whereby the shareholders or some of them in such other company may receive, in compensation or part compensation for the sale of their interest paid up or other shares in the purchasing company; or otherwise to amalgamate with any other company; and generally to do all such things as are incidental or conducive to the attainment of the above objects, or any of them, or to carrying into effect the above powers or any of them.

(4.) The liability of the members is limited.

(5.) The capital of the company is 30,000l. divided into 6,000 shares of 54. each.

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


Names and addresses of subscribers, supra, form 4.


No. 8.

Articles of Association of the “ United Millers' Company, Limited” (a.)


(1.) Table A. annexed to "The Companies Act, 1862," shall not apply. (2.) In the construction of these Articles, unless there is something inconsistent in the context :

(a) For explanation of this form, see note at end of form.



Words importing the singular number only shall include the plural number; and words importing the plural number only shall include the singular :

Words importing the masculine gender only shall include the feminine gender.

(3.) These Articles are divided into Eight parts, as follows:

Part I. Preliminary arrangements.

Part II. Distribution of the capital of the company.

Part III. General meetings.

Part IV. Appointment of directors, solicitors, and other officers.
Part V. Management of the business of the company by its officers.
Part VI. Dividends, accounts, and notices.

Part VII. Arbitration.

Part VIII. Dissolution of the company.



(4.) The directors may, out of any moneys for the time being in their hands, pay all expenses incurred in or about the getting up and establishment of the company, including the expenses of registration (a).

(5.) An agreement has been entered into between Robert Bush (hereinafter called "the vendor") of the one part, and the company of the other part, for the purchase by the company of the mill, goodwill, plant, and stock-in-trade of the millers' business, now carried on by the vendor. The purchase-money payable to the vendor under the said agreement is £5,000.

(6.) The vendor will receive payment of one moiety of the purchasemoney in cash by the following instalments (namely): the sum of £500 to be paid on the execution of these presents, the sum of £1,000 to be paid within one calendar month from the date of the execution of these presents, and the sum of £1,000 to be paid within three calendar months from the date of the execution of these presents: and the vendor will receive pay

(a) Payment of expenses without taxation held not improper, Croskey v. Bank of Wales, 9 Jur., N.S. 95, 4 Giffard, 314.

Of Memoranda and Articles of Association.


ment of the other moiety in 500 fully paid-up shares of the company to be allotted to him by the company on the execution of these presents (a).




(7.) Any shares not allotted, with the exception of the above-mentioned paid-up shares, shall be considered the property of the company, and shall be disposed of in such manner as the directors think best for the interests of the company.

(8.) The directors may from time to time, in their discretion, make calls on all shares, except such shares as are hereby authorised to be issued as paid-up shares.

A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed.

Twenty-one days' notice at the least shall be given of each call.

Each member shall be liable to pay the amount of calls made to the persons and at the times and places appointed by the directors.

(9.) If the call payable in respect of any share is not paid before or on the day appointed for payment thereof, any holder for the time being of such share shall be liable to pay interest for the same at the rate of 5 per cent. per annum from the time appointed for payment thereof up to the time of the actual payment.

(10.) The directors may, if they think fit, receive from any of the members willing to advance the same, all or any part of the moneys due on their respective shares beyond the sums actually called for; and on the money so paid in advance, or so much thereof as from time to time exceeds the amount of the calls made on shares in respect of which such advance has

(a) See 30 & 31 Vict. c. 131, 8, 25.

The agreement should be filed before the issue of the shares.

For a form embodying the agreement in the articles of association, see Articles of the Victoria Hall Company, infra.



been made, the company may pay interest at such rate as the members paying such moneys in advance and the directors agree upon.

(11.) If several persons are registered as joint holders of any share, any of such persons may give effectual receipts for any dividend payable in respect of such share.

Transfer of Shares.

(12.) A share shall not be transferred, except in accordance with the regulations following; (that is to say)

(a) Any holder of a share who proposes to transfer the same, shall serve notice of such proposal on the company.

(b) The notice shall be in writing, under the hand of the proposer.

(c) The notice shall specify the share or shares to be transferred, and the name or names of the proposed transferee or transferees, and shall be served in manner in which notices are hereinafter directed to be served on the company.

(13.) The directors shall, within ten days from the service of the notice, declare their assent to or dissent from the proposed transfer in writing, addressed to the proposer and sent by post to or left at his registered place of abode. If they do not declare their dissent within such period of ten days, they shall be deemed to have assented to the transfer, and shall cause the same to be registered accordingly. If the directors dissent from the proposed transfer, the proposer may refer the matter to arbitration in manner hereinafter mentioned, unless he is indebted to the company; in which case the decision of the directors shall be final.

(14.) The instrument of transfer of any share in the company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain a holder of such share until the name of the transferee is entered in the register book in respect thereof.

(15.) Shares in the company shall be transferred in the following form:-I, A. B., of

in consideration of the sum of



pounds paid to me by C. D.,

do hereby transfer to the said C. D. the share [or shares] standing in my name in the books of the

company, to hold unto the said C. D., his executors, administrators, and assigns, subject to the several conditions on which I held the same at the

Of Memoranda and Articles of Association.


time of the execution hereof; and I the said C. D. do hereby agree to take the said share [or shares] subject to the same conditions. As witness our hands, the

day of

(16.) Every member shall, on payment of such sum not exceeding one shilling as the directors may prescribe, be entitled to a certificate, under the common seal of the company, specifying the share or shares held by him and the amount paid up thereon.

If such certificate is worn out or lost, it may be renewed on payment of such sum not exceeding one shilling as the directors may prescribe.

(17.) The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meetings in each year.

Transmission of Shares.

(18.) The executors or administrators of a deceased member shall be the only persons recognised by the company as having any title to his share.

(19.) Any person becoming entitled to a share transmitted by the death, bankruptcy, or insolvency of any member, or by the marriage of any female member, may, by notice under his hand, served in manner in which notices are hereinafter directed to be served on the company, require the company to do such one of the following things as the directors prefer: that is to say, either to register the person so become entitled or his appointee to be named in the notice, or to purchase the share of the person so become entitled at a price to be agreed upon, or in the event of dispute to be fixed by arbitration.

(20.) The directors shall, within ten days from the service of such notice, declare their election with respect to such transmitted share by writing, addressed to the person so become entitled or left at or sent by post to his registered place of abode; if they do not, they shall be deemed to have elected to register the person so become entitled, or such appointee as aforesaid.

Forfeiture of Shares.

21.) If any member fails to pay any call due on the appointed day, the directors may, at any time thereafter, during such time as the call remains unpaid, serve a notice on him requiring him to pay such call, together with any interest and expenses that may have accrued by reason of such nonpayment.

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