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No business shall be transacted at any general meeting unless a quorum of shareholders is present at the commencement of such business, and such quorum shall consist of not less than five shareholders.

If within one hour from the time appointed for the meeting, a quorum of shareholders is not present, the meeting, if convened upon the requisition of the shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the following week, at the same time and place; and if at such adjourned meeting a quorum of shareholders is not not present, it shall be adjourned sine die.

(See Table A. for remaining provisions under this head.)

(See Table A.)

Votes of Members.

PART IV.

APPOINTMENT OF DIRECTORS, Managers, SecretARY, AND OTHER

OFFICERS.

There shall be appointed as officers of the company

1. Directors.

2. Managers.

3. Secretary.
4. Solicitors.

5. Bankers.

Of Memoranda and Articles of Association.

631

Directors.

The directors shall be six in number.

The first directors shall be

Every director shall hold ten shares at the least in the company.
The office of director shall be vacated :-

If he ceases to hold ten shares in the company;

If he holds any other office or place of profit under the company;
If he becomes bankrupt or insolvent;

If he is concerned in or participates in the profits of any contract
for the sale of any article to the company.

If he participates in the profits of any work done for the company. But the above rules shall be subject to the following exceptions-That no director shall vacate his office by reason of his being a shareholder in any incorporated company which has entered into contracts with, or done any work for the company of which he is director: nevertheless he shall not vote in respect of such contract or work, and if he does so vote, his vote shall not be counted.

The future remuneration of the directors, and the remuneration to be paid to them for services performed previously to the holding of the first ordinary general meeting of the company, shall be fixed by the first ordinary general meeting; but it may be varied at any time by any ordinary or extraordinary meeting.

The remuneration to be paid to the directors in any one year shall not exceed 3007.

The continuing directors may act notwithstanding any vacancy in their body.

Rotation of Directors.

(See Table A.)

Proceedings of Directors.

(See Table A.)

The said Messrs.

Managers.

shall be the first managers of the company. There shall be paid to each of them, by way of remuneration for their services, the sum of 500l. a-year, with the addition of the payment to each

632

FORMS RELATING TO COMPANIES.

of them of a percentage of 51. per cent. per annum on the net profits of the company, after deducting the amount in each year to be carried to the sinking fund as hereinafter mentioned.

The directors may increase the number of managers, and may give to any additional managers such salary as they think fit.

Any vacancy occurring in the office of any manager may be filled up by the directors, who may give to the person filling such vacancy such salary as they think fit.

Any manager may be removed by the directors.

Other Officers.

The secretary shall be appointed by the directors, and they may award to him such remuneration (not exceeding 8007. per annum) as they think just. Messrs. Smith and Brown, of Fenwick Street, London, shall be the solicitors of the company.

The West County Commercial Bank shall be the bankers of the com

pany.

The secretary solicitors and bankers may at any time be removed, and others appointed in their room by the directors.

The directors may also appoint such officers or servants as they may require, remove them when they think fit, and award their salaries.

PART V.

MANAGEMENT OF THE BUSINESS OF THE COMPANY BY ITS OFFICERS.

Duties of Directors.

The superintendance of the business of the company shall be vested in the directors, subject to the control of the company in general meeting ; but no regulation made by the company in general meeting shall invalidate any prior act of the directors, which would have been valid if such regulation had not been made.

The directors may commence and prosecute the objects of the company, notwithstanding the whole of the shares have not been issued or taken up.

Subject to any restrictions that may be imposed by the company in eneral meeting, the directors shall have power to do the following things:

To bring or defend any action suit or prosecution, or other legal

proceeding, civil or criminal, in the name and on behalf of the company.

To execute in the name and on behalf of the company all deeds
receipts, and other documents they may think necessary, and for
that purpose to use when necessary the company's seal.

To refer disputes to arbitration, and compromise any debt or claim.
To give time to any debtor for payment of his debt.

To draw accept make and endorse any bill of exchange or promis-
sory note that may be necessary for the purposes of the business
of the company.

To exercise in the name, and on behalf of the company all such powers of the company as are not hereby required to be exercised by the company in general meeting.

The directors in the exercise of their powers shall be subject to the ollowing restrictions

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, and deposited by the directors with the bankers of the company, to the account of "The Charlton Dock Company, Limited."

No moneys bills or notes so deposited shall be delivered or paid out of such bank, except on the order of not fewer than two

of the directors, countersigned by the secretary of the company.

The directors may from time to time, 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 one time exceed 25,0007.

The directors may, as security for any sums borrowed, mortgage any of the property of the company, or execute any bonds debentures promissory notes, or other securities on behalf of the company.

The receipt of the directors, or any two of them, shall, as between the company and any lender of money, be conclusive evidence of the power of the directors to borrow such moneys.

634

FORMS RELATING TO COMPANIES.

The receipt of the directors, or any two of them, shall, as between the company and any lender of money, be conclusive evidence of the power of the directors to borrow such moneys.

The receipts of the directors, or any two of them, shall in all other instances be effectual discharges for any moneys or securities received by

them.

Duties of Managers.

The managers shall conform to any regulations imposed on them by the directors, and shall, whenever required by the directors, render to them an account of all transactions matters and things relating to the company, or its affairs, over which the managers have control, or of which they have cognizance.

Where similar powers are given to the directors and managers, either party may exercise the same, with this qualification, that if the directors prohibit the exercise of any such powers, the managers shall thereupon cease to exercise the same.

Duties of other Officers.

The secretary shall keep the books and accounts of the company; he shall also be the treasurer of the company, and perform such other duties as may be required by the directors, finding such security as the directors shall require. The solicitors shall conduct all the law business of the company.

The bankers shall have the custody of such property of the company as is entrusted to them by the directors.

All other officers and servants shall perform such duties as may be assigned to them by the directors or managers.

PART VI.

DIVIDENDS, ACCOUNTS, AND NOTICES.

Sinking Fund.

There shall be set apart out of the profits of the company in each year a sum to be from time to time determined by the company, at their annual meeting, such sum being not less in respect of any year than ten per cent. of the net profits of the company in that year.

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