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powers of the company as are not hereby required to be exercised by the company in general meeting or given to the managing directer alone.

(83.) The directors may, with the consent of a general meeting, borrow and reborrow on behalf of the company, any sums of money, so that the whole amount of moneys due from the company in respect of loans does not at any time exceed £

(84.) The directors may give as security for any loans made in pursuance of these articles, or for any part thereof, mortgages on the whole, or any part of the real or personal property of the company, bonds bills of exchange promissory notes or such other securities as they think fit.

(85.) Mortgages made by the directors as securities for any loans may be in such forms and contain such powers of sale, and other powers and provi sions as the directors think expedient.

(86.) The directors, in the exercise of their powers, shall be subject to the following restrictions :

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The seal of the company shall not be affixed to any instrument except
in the presence of three or more directors, one of whom shall be the
managing director, who shall attest the sealing thereof.
All moneys, except the sums required for current expenses, and all
bills and notes belonging to the company, shall from time to time
be paid to or deposited by the directors with the tankers of the
company to the account of the "United Millers' Company,
Limited."

No moneys or notes so deposited shall be delivered or paid eat of
such bank except on the order of not fewer than three of the
directors, one of whom shall be the managing director. No agency
or branch establishment shall be opened except with the unanimous
assent of such directors as may be present at three successive
meetings of directors.

No business except that of purchasing and selling flour or grain, or other the ordinary business of the company, shall be undertaken except with the unanimous consent of such directors as y be present at three successive meetings of directors.

No advance shall be made to any director or other officer of th

company.

Of Memoranda and Articles of Association.

611

The directors shall, in the exercise of their powers, conform to any regulations that may be imposed by the company in general meeting, but no regulation made by the company in general mecting shall invalidate any prior act of the directors which would have been valid if no such regulations had been made.

(87.) The managing director shall have power to exercise a veto upon any proposed operation or proceeding of the directors which, upon due consideration, he may deem grossly wrong or unwarrantable, contrary to the articles of association, or extremely injurious to or subversive of the interests of the company.

Any veto given by the managing director shall be subject to the confirmation or disallowance of the next succeeding ordinary meeting of the company, or of an extraordinary meeting convened for the purpose of taking the same into consideration, unless the matters in respect of which the veto has been given are arranged in a manner satisfactory both to the managing director and to the other directors.

(88.) The directors may delegate any of their powers to the managing director, subject to the provisions of these articles.

PART VI.

DIVIDENDS ACCOUNTS AND NOTICES.

Dividends.

(89.) The directors may, with the sanction of the company in general meeting, declare a dividend to be paid to the shareholders in proportion to their shares.

No dividend shall be payable except out of the profits arising from the business of the company.

(90.) The directors may, before recommending any dividend, set aside out of the profits of the company such sum as they think proper as a reserved fund to meet contingencies, or for equalising dividends, or for repairing or maintaining the works connected with the business of the company, or any part thereof; and the directors may invest the sum so

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FORMS RELATING TO COMPANIES.

set apart as a reserved fund upon government or real securities, or such other securities as they, with the sanction of the company, may select.

(91.) The directors may deduct from the dividends payable to any member all such sums of money as may be due from him to the company on account of calls or otherwise.

(92.) Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned.

(93.) No dividend shall bear interest as against the company.

Accounts.

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(94.) The directors shall cause true accounts to be kept :Of the stock in trade of the company :

Of the sums of money received and expended by the company, and the matters in respect of which such receipt and expenditure takes place ; and

Of the credits and liabilities of the company.

(95.) Such accounts shall be kept upon the principle of double-entry in a cash-book, journal, and ledger. The books of accounts shall be kept at the registered office of the company, and any committee of six members appointed by the company in general meeting, shall have power, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the directors, to inspect such accounts during the hours of business.

(96.) Once, at the least in every half-year the directors shall lay before the company in general meeting a statement of the income and expenditure for the past half-year, made up to a date not more than two months before such meeting.

(97.) The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters. Every item of expenditure fairly chargeable against the halfyear's income shall be brought into account, so that a just balance-sheet of profit and loss may be laid before the meeting; and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in one half year, the whole amount of such item shall be

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Of Memoranda and Articles of Association.

613

stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the half-year.

(98.) A balance-sheet shall be made out in every half-year and laid before the general meeting of the company, and such balance-sheet shall contain a summary of the property and liabilities of the company arranged under the heads appearing in the form annexed to Table A. of the Companies Act, 1862.

(99.) A printed copy of such balance-sheet shall, seven days previously to such meeting, be delivered at or sent by post to the registered address of every member.

Audit.

(100.) Once, at the least, in every half-year the accounts of the company shall be examined, and the correctness of the balance-sheet ascertained by one or more auditor or auditors.

(101.) The first auditor shall be

of

Esq., who

shall hold his office until the first ordinary general meeting of the company. All subsequent auditors shall be elected annually by the company at the first ordinary general meeting held in each year.

(102.) If any casual vacancy occurs in the office of auditor, the directors shall appoint an auditor to fill such vacancy.

For remaining provisions as to Audit, see Table A., arts. 85-94, omitting arts. 87 and 90.

Notices.

(103.) Notices may be served on the company by leaving the same at or sending the same by post to the registered office of the company. Notices required to be given by the company to the members may be served either personally, or in the case of members whose registered place of abode is situate in any part of the United Kingdom, by leaving the same, or sending them through the post, in a letter addressed to the members at their registered places of abode.

(104.) Where the registered place of abode of any member is not situate in the United Kingdom, he shall appoint some place situate in the United Kingdom to which notices addressed to him may be sent, and any place so

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FORMS RELATING TO COMPANIES.

appointed shall for the purposes of these articles be deemed to be the registered place of abode of the appointor.

(105.) If any such member as last aforesaid neglect to give such address as is herein before required, notices for him shall be posted in a conspicuous place in the registered office of the company; and for all the purposes of these articles, the registered office of the company shall be deemed to be the registered place of abode of such member.

(106.) Any notice requiring authentication by the company may be signed by any director, secretary, or other authorised officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print.

(107.) Notices by letter shall be posted in such time as to admit of the letter being delivered in the due course of delivery within the period (if any) prescribed for the giving of such notice and in proving such service it shall be sufficient to prove that such notice was properly directed, and that it was put into the post-office at such time as aforesaid.

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(108.) A notice shall be deemed to have been served (in the case of service by post) at the time when the letter containing such notice would be delivered in the due course of the post, in other cases to have been served at the time at which such service actually takes place.

(109.) All notices directed to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of the said persons is named first on the register of members; and notice so given shall be sufficient notice to all the proprietors of such share.

PART VII.

ARBITRATION.

(110.) If any difference the manner of deciding which is not hereinbefore described, or which is directed to be settled by arbitration without further directions, arises between any person or bodies of persons to whom the regulations of these articles apply, such difference shall, unless the parties agree to refer the same to a single arbitrator, be settled by three arbitrators, of whom one shall be chosen by each of the parties to the difference, and the third by the two arbitrators first chosen.

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