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Of Memoranda and Articles of Association.

625

nal shares, the deficiency in such year shall be deemed to be extinguished, and shall not be claimed as a debt against the company.

(7.) The directors of the company shall be nine in number.

(8.) The persons hereinafter named shall be the first directors of the company, that is to say,

(9.) William Smith and George Jones shall be the first auditors of the company.

(10.) No member shall be entitled to vote at any meeting unless all calls due from him have been paid.

(11.) Subject as aforesaid the company shall be governed by the provisions of Table A. annexed to the Companies Act 1862.

[Names and addresses of subscribers.]

SCHEDULE TO THE FOREGOING ARTICLES OF ASSOCIATION.

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AN AGREEMENT made the day of 18 between A. B., C. D., E. F., &c. (all the members of the original Victoria Hall Company), hereinafter called "the old company," of the first part, L. M., and N. O. (trustees in whom the Hall and other property of the old company is vested), of the second part, and the Victoria Hall Company, Limited (hereinafter called "the new company"), of the third part. Whereas [Recite-Formation of old company-Resolution to form the new company as a company limited by shares, and to transfer property, &c., of old company to new company— Formation and incorporation of new company, under the Acts of 1862 and 1867.]

It is agreed as follows:

(1.) Each member of the old company accepts the number of fully paidup shares set opposite to his name in the memorandum of association of the new company in consideration of the transfer by him of all his interest in the Victoria Hall, the fittings and furniture thereof, and all other the property of every description of the old company to the new company; and such interest is accordingly transferred to and vested in the new company.

(2.) On the execution of these presents the said L. M. and N. O. will execute a proper conveyance and assignment to the new company of the Victoria Hall, and all other the property of every description vested in or belonging to them as trustees for the old company.

(3.) From and after the execution of these presents, the old company

shall be dissolved.

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FORMS RELATING TO COMPANIES.

(3.) The new company will at all times keep indemnified the members of the old company, their heirs executors and administrators, and the said L. M. and N. O. their heirs executors and administrators, from all actions suits claims proceedings and liabilities (whether commenced ar arising before or after the execution of these presents), in respect of the Victoria Hall, and all other the property and obligations of the old company.

In Witness, &c.

NOTE. In this form a company, regulated by the common law, is supposed to have built the Victoria Hall, but to have failed in providing sufficient funds to maintain it. The original company forms itself into a limited company, and issues preference shares.

No. 16.

Memorandum of Association of the Charlton Dock Company, Limited (s). (1.) The name of the company is "The Charlton Dock Company, Limited." (2.) The registered office of the company will be situate in England (3.) The objects for which the company is established are the busting and repairing of ships boats and vessels of every description for ceas or inland navigation, to be propelled by steam sails or otherwise, and the fitting such ships boats or vessels with all requisite machinery and fittings ; also the maintenance for the use of the company, or for letting out on hire of graving docks or other conveniences for building or repairing ships boats or vessels; also the purchase of ships boats and vessels of every description complete or not complete sound or out of repair, with a view to make a profit of the vessels so purchased, after completing or repairing such of them as may be imperfect, by a resale, or by letting out the same for hire or by trading therewith on behalf of the company; with power for the company to purchase any graving docks or any land adapted for graving docks or for yards blocks slips or ways for building or repairing ships, to make and maintain any graving dock yards blocks slips or ways, as aforesaid, to purchase any manufactories machinery or fixtures, for the purpose of building or repairing ships, to purchase the offices business and goodwill of any ship builders, or ship repairers, and generally to do all things whatsoever, directly or indirectly incident to the above objects, or conducive to carrying the same into effect.

(a) See note at end of form.

Of Memoranda and Articles of Association.

627

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

(5.) The nominal capital of the company is 80,0007., divided into 1,600 shares of 501. 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. [Names and addresses of subscribers.]

No. 17.

Articles of Association of the Charlton Dock Company, Limited.

Preliminary.

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,

Words importing the singular number only shall include the plural number, and words importing the plural number only shall include the singular number.

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

The term "ship" shall include barges boats and every description of

vessel used for ocean or inland navigation.

Where, by these articles, any meeting is directed to be held, or any act to be done on any appointed day, and such appointed day happens to be a Sunday, Christmas-Day, Good Friday, Bank holiday, or day set apart for any public fast or public thanksgiving, such meeting shall he held on the day next succeeding the appointed day, that is not one of the days hereinbefore particularly mentioned.

3. These Articles shall be divided into Eight parts, relating to the following matters, that is to say :

Part I.-Relating to the objects of the company and preliminary arrange.

ments.

Part II.-Relating to the distribution of the capital of the company.
Part III.-Relating to general meetings.

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FORMS RELATING TO COMPANIES.

Part IV.—Relating to the appointment of directors, managers, settary, and other officers.

Part V.-Relating to the management of the business of the company ba its officers.

Part VI.-Relating to dividends, accounts, and notices.

Part VII-Relating to arbitration.

Part VIII-Relating to the dissolution of the company.

PART I.

OBJECTS OF COMPANY AND PRELIMINARY ARRANGEMENTS.

4. The company is formed for the objects mentioned in the memorandum of association, but the immediate object of the company is to carry on the business of building and repairing ships at the yards hereinafter mentioned on account of the company, or as employees of other persons, subject to this restriction, that no ship exceeding twenty tons burthen hall be built or be purchased for repair, by, or on account of the company, without the sanction of a resolution of the directors, to be passed at a meeting specially convened for the purpose, and attended by not less than five directors.

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5. The business of the company shall be carried on at the docks and yards at Charlton, belonging to Messrs. and at such other place or places, on or near to the River Mersey, as the company in general meeting shall from time to time appoint.

6. The directors shall have power forthwith to purchase on behalf of the company, the following properties, that is to say,

(1.) All the estate and interest of the said Messrs.
docks and yards in Ship Street.

in the

in,

(2.) All plant, machinery, fixtures, interests, appurtenances, stock-in-
trade, fixed or removable chattels of the said Messrs.
upon, or belonging to the docks and yards aforesaid.
(3.) Also the goodwill of the said Messrs.

business of shipwrights, carried on by them.

7. There may be paid to the said Messrs.

of and in the

in respect of any

purchases hereby authorised to be made of them any sum of money

Of Memoranda and Articles of Association.

629

not exceeding 22,0007., and paid-up shares to an amount not exceeding 10,000l. (a)

8. Subject to the above conditions as to price, the directors may make the purchases hereby authorised to be made by them upon such terms, and subject to such stipulations as to title or otherwise as they may think best, with power to allow any portion of the purchase-money of the property purchased to remain on mortgage of the property of the company, or of part thereof.

any

9. The directors may issue as paid-up a sufficient number of shares to carry into effect the said purchases, and the holder of any such shares shall be credited in the books of the company with the full amount of all calls due on such shares.

10. The directors may out of any moneys for the time being in their hands, pay all expenses incurred in the formation of the company, including the expenses of registration.

PART II.

DISTRIBUTION OF CAPITAL OF THE COMPANY.

Calls.

11. A deposit or call of 107. in respect of each share shall be paid on allotment, except as to shares herein authorised to be issued a paid-up shares. And the directors may from time to time in their discretion make further calls not exceeding 107. per share, at intervals of not less than three months on all shares, except the said shares authorised to be issued as paid-up shares.

(See Table A., for remaining provisions as to calls.)

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(a) If paid-up shares form any part of the consideration, the contract must be filed in conformity with 30 & 31 Vict. c. 131, s. 25.

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