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Of Memoranda and Articles of Association.

615

(111.) The decision of any two arbitrators shall be conclusive.

(112.) If either party to the difference makes default in appointing an arbitrator for ten days after the other party has given him notice to appoint the same such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party.

(113.) If from any cause whatever a third arbitrator is not appointed, when required, an appointment shall be made in manner directed by the "Common Law Procedure Act, 1854."

PART VIII.

DISSOLUTION.

(114.) If it be proved to the satisfaction of any meeting that the company is unable to pay its debts, such meeting may thereupon declare the company to be dissolved and require the same to be wound up by the court, or subject to the supervision of the court, or altogether voluntarily.

[Names and addresses of subscribers.]

This form is special in many of its provisions, and entirely excludes Table A. Amongst other things, it places restrictions on the transfer of shares, appoints a managing director, gives unusually large powers to the directors, and provides against the difficulty of serving notices on shareholders resident abroad.

No. 9.

Memorandum of Association of the Central Telegraph Company (Limited). Memorandum of Association.

(1.) The name of the company is "The Central Telegraph Company (Limited)."

(2.) The registered office of the company will be situate in Scotland.

(3.) The object of the company is to provide telegraphic communication between different places, whether situate in the United Kingdom or elsewhere, and for the purposes aforesaid to purchase or otherwise acquire the property or rights of, or to make arrangements with, any existing or future telegraph company; to acquire any patents; to apply for any Act of Par

616

FORMS RELATING TO COMPANIES.

liament; to acquire land, and to do all other things that may conduce to carrying into effect the objects of the company, or to be incidental thereto.

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

(5.) The nominal capital of the company is 60,000l., divided into 600 shares of 507. each, and 1,500 shares of 201. each.

WE, the several persons whose names and addresses are subscribed hereto, 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.

[Names and addresses of subscribers.]

No. 10.

Articles of Association of the Central Telegraph Company (Limited). (a)

Purpose of Company.

(1.) The Central Telegraph Company (Limited), hereinafter called "the company," is formed for the purpose of acquiring the property and privileges of the North Scottish Telegraph Company, and the South Scottish Telegraph Company, hereinafter called "the single companies," and of any companies connected with them, and of working their separate undertakings as one concern, and for the further purposes mentioned in the memorandum of association.

(2.) If the company does not acquire the property or the right to carry on the business of the single companies or one of them before the expiration of twelve calendar months from the date of its incorporation, the company shall be dissolved forthwith.

Division of Share Capital.

(3.) The shares of the company shall be divided into three classes, distinguished by the letters A, B, C.

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

Of Memoranda and Articles of Association.

617

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(4.) Class A shall consist of 600 shares of 50l. each, class B of 800 shares of 501. each, and class C of 700 shares of 201. each. (5.) The holders of A shares shall, until the 18 inclusive, be entitled to receive out of the net profits of the company, as a first charge, a dividend of 61. per cent. per annum.

(6.) The holders of B shares shall, during the same period, be entitled to receive out of the net profits of the company, as a second charge, a dividend of Sl. per cent. per annum.

(7.) The holders of C shares shall, during the same period, be entitled to receive out of the net profits of the company, as a third charge, the dividends following: that is to say, until the

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inclusive, a dividend of 47. per cent. per annum; until the

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18 inclusive, a dividend of 51.

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(8.) If any surplus net profits remain after payment of such dividends as aforesaid, such surplus shall be payable exclusively to the holders of the shares A & C in equal and rateable proportions.

(9.) In calculating net profits for the purpose of ascertaining the dividends payable during the aforesaid period on A & B shares, not more than 6,000l. a year shall be allowed for the maintenance of the lines, and any excess above that amount shall be payable equally out of the amount appropriated as dividends on A & C shares.

(10.) If during the aforesaid period any dividends on B shares are in arrear by reason of the net profits of the company being insufficient to meet the same, such arrears shall be a debt due from the company, payable out of the future profits of the company, and shall bear interest at the rate of 51. per cent. per annum.

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(11.) After the said B shares shall be termed "preferential shares," and the holder of any such shares shall, subject to such right of redemption as is hereinafter mentioned, be entitled to receive out of the net profits of the company, as a first charge thereon, a dividend of 77. per cent. per annum.

(12.) After the said

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be termed "ordinary shares," and the holders of such shares shall be entitled to rateable dividends out of the net profits of the company remain

618

FORMS RELATING TO COMPANIES.

ing after payment of the dividends herein before mentioned on the pre

ferential shares.

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(13.) The company may, at any time after the 18, and before the 18 but not afterwards, redeem any preferential share on giving the holder thereof one calendar month's notice, by writing, delivered at or sent by post to his registered place of abode, and on payment of 201. in respect of each share redeemed, together with all dividends (and interest if any) due thereon, or if such redemption takes place between the days appointed for payment of dividends, together with such proportionate part of the dividends as may then

have accrued due.

(14.) Any share redeemed in manner aforesaid shall thereafter cease to have any preference in the payment of dividends over any other share in the company, and may be disposed of by the company in such manner

as it thinks best.

(15.) No alteration shall be made by special resolution or otherwise, so as to affect the priority or preference hereinbefore awarded to the holders of any particular shares.

Substitution of Shares in the Company for Shares in the single Companies.

(16.) Shares in the company shall be deemed to be of the following values relatively to shares in the single companies; that is to say, every A share shall be deemed to be equal in value to a share of 501. in the share capital

of the North Scottish Telegraph Company, or to any moneys that may, in the event of such company being dissolved, be payable in respect of such share; every B share shall be deemed to be equal in value to a share of 201 in the preferential redeemable share capital of the South Scottish Telegraph Company, or to any moneys that may, in the event of such company being dissolved, be payable in respect of such 201. redeemable share capital; and every C share shall be deemed to be equal in value to a share of 20% in the ordinary share capital of the South Scottish Telegraph Company, or to any moneys that may, in the event of such company being dissolved, be payable

in respect of such

amount of share capital.

(17.) A holder of a share in either of the single companies, upon accepting a share of a corresponding class in the company, shall be deemed to

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Of Memoranda and Articles of Association.

619

told his share in the single company, and also any moneys that may be ayable in respect of such share, in the event of such single company being lissolved, upon trust for the company, and to be disposed of as the comany may think fit, subject to to the proviso that such holder shall be entitled to all dividends that may be declared by the directors of the single ompany to be payable in respect of such share during such time as such ingle company continues to carry on its business.

(18.) Shares in the company shall be offered to the holders of corre ponding shares in the single companies, and if not accepted by them shall be disposed of in such manner as the company thinks best.

Acquisition by "the Company" of property of the Single Companies.

(19.) The directors of the company may make such arrangements as they think best with respect to the acquisition of any property or privileges belonging to the single companies. They may purchase such property subject to any liabilities; they may compromise any claim; they may give, by way of consideration, any shares paid up or otherwise; and generally they may act in the premises as if they were purchasing such property or privileges on behalf of themselves instead of the company.

(20.) The directors of the company may enter into any arrangements they may think advisable with both or one of the single companies for carrying on the business of such companies, or one of them, either wholly or partially, notwithstanding that no transfer of the property of the single companies or company has been made to the company.

(21.) The directors of the company if authorised so to do by special resolution, may acquire the property of any telegraphic company other than the single companies hereinbefore mentioned, or enter into arrange. ments with such other company for carrying on their business, or for amalgamating the undertaking of the company with any such other telegraphic company.

(22.) The directors of the company may, by borrowing or by disposing of such shares in the company as may not have been disposed of in pursuance of the provisions hereinbefore contained, raise any sum they may think necessary for the purpose of purchasing the property of the single companies, or either of them, or the interest of any member of either of the single companies, or for the purpose of carrying into effect any such

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