Of Memoranda and Articles of Association. 635 The sum so set apart shall be carried to the account of a fund to be called The sinking fund," and such fund shall be considered as a provision for the repayment of the subscribed capital, on the expiration of the leases hereby lirected to be purchased, or for the payment of any sums required to renew such leases, if it be thought desirable by the company to renew them. The sinking fund may be invested by the directors in Government, or real securities, or on the debentures or debenture stock of any railway company in the United Kingdom paying a dividend. Dividends and Reserved Fund. The directors may, whenever they think expedient, declare a dividend to be paid to the members, in proportion to their shares. No dividend shall be payable except out of the profits arising from the business of the company, after setting apart the sum hereinbefore directed to be carried to the sinking fund. 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. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned. No dividend shall bear interest as against the company. 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 set apart as a reserved fund upon any of the securities hereinbefore mentioned. Accounts. (See Table A.) Audit. (See Table A.) Notices. (See Table A. or "United Millers' Company.") 636 FORMS RELATING TO COMPANIES. PART VII. ARBITRATION. If any difference, the manner of deciding which is not hereinbefore prescribed, or which is directed to be settled by arbitration without further directions, arises between any member trustee or other person or bodies of persons to whom the regulations of these presents 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. The decision of any two of the arbitrators shall be conclusive. If either party to the difference makes default in appointing an arbitrator for ten days after the other party has given to 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. PART VIII. DISSOLUTION. 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 to same to be wound up by the court or voluntarily. [Names and addresses of subscribers.] NOTE-In this form a company is supposed to purchase certain private graving docks and yards, the purchase-money to be paid partly in cash and partly in paid-up shares. Special provisions relating to the directors and managers are inserted, and a sinking fund is established. Of Memoranda and Articles of Association. 637 No. 18. Memorandum of Association of the Keinton Stone Company, Limited (a). (1.) The name of the company is "the Keinton Stone 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 working and sale of the stone and other minerals to be found in the quarries, respectively known as the old quarry, situate in the parish of Keinton, in the county of Somerset, and the new quarry, situate in the same parish. Also the working and sale of the stone slate and other minerals to be found in any other quarries or mines which the company may, by special resolution, declare it expedient to work; with power for the company, in furtherance of the above objects, to purchase or otherwise acquire any leases underleases agreements for leases or other interest in land, whether freehold, copyhold, or leasehold, including easements of all descriptions; to purchase plant minerals and machinery; to erect buildings; to acquire the business of, or to amalgamate with any other company and to do all such things as are directly or indirectly incidental to the business, or calculated to promote the interests of the company. (4.) The liability of the members is limited. (5.) The capital of the company is thirty thousand pounds, divided into fifteen thousand shares of two pounds 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. 19. Articles of Association of the Keinton Stone Company, Limited. (1.) The directors have power to accept leases on behalf of the company, for such term of years, determinable or not on giving notices to the lessor, and subject to such conditions as to re-entry by the lessor on non (a) See note at end of form. 638 FORMS RELATING TO COMPANIES. payment of rent, or on breach of any conditions of the lease, and as to employing a certain number of men, and as to non-assignment of the said leases, and as to doing any matters or things as the directors may think fit, of the following properties, (that is to say :)- (a.) Of all the beds of stone ores minerals and mineral produce found, or to be found within, under or upon all those parcels of land, commencing at the river, and ascending to the boundary line on the hill, commonly known by the name of the Meadow Frith, with the pitmen's cottages and other erections machinery engine-houses, water-leats water-wheels and other fixtures. (b.) Of all the beds of stone found or to be found within under or upon all those two farms known by the respective names of and containing by admeasurement one hundred and seventy acres, or thereabouts, situate in the said parish of Keinton. And also to purchase all plant machinery, and fixtures in, upon, or belonging to the quarries and works above-mentioned, and all or any portion of the stock of stone thereon. (2.) There may be paid allotted reserved or granted, in respect of the abovementioned properties, to such persons as the directors may deem entitled to receive the same, any royalties, and any sum of cash not exceeding ten thousand pounds, and any number of paid up shares not exceeding two thousand five hundred (a). (3.) Subject to the above conditions, the directors may acquire the properties hereby authorised to be acquired, or any of them, or any part or parts thereof respectively or such other properties yielding stone, as they may think desirable, in such manner, and subject to such conditions as to title and as to paying the expenses of the said leases, and, generally as to doing any other thing they may think expedient, with a view of carrying into effect such purchases, as they may think fit. (4.) The directors may contract to pay the money to be paid for the leases properties and works by instalments, and may pay interest on any unpaid portion thereof at such rate as may be agreed upon between them and the parties entitled to receive such purchase or other money. (5.) The directors may issue bonds or debentures or otherwise charge any portion of the property of the company, for the purpose of securing any (a) Sec note, supra, p. 629. Of Memoranda and Articles of Association. 639 inpaid instalments and the interest thereon, and may in any mortgage rant to the mortgagee a power of sale, and a power of distress and of e-entry, in the event of the non-payment of any instalments or of any nterest at the time appointed for payment thereof. (6.) The directors may issue as paid up a sufficient number of shares to carry nto effect any of the purposes of these articles in respect of which paid-up hares are authorised to be issued; and the holder of any such shares shall be credited in the books of the company with the full amount of all calls due thereon. (7.) A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed. (8.) The directors may, out of the moneys for the time being in their hands, pay all expenses incurred by the promoters or others in getting up and establishing the company, including the cost and preparation of these presents, and the costs of registration. NOTE. This form shows the mode in which private quarries or any similar property may be purchased and worked by a limited company. For the remaining provisions copy Table A., or the United Millers' Company. No. 20. Memorandum of Association of the Brazilian Grain Carrying Company, (1.) The name of the company is the Brazilian Grain Carrying 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 trafficking by means of barges boats and ships in grain and other agricultural produce and in merchandise, along the canals rivers lakes and coasts of Brazil and other parts of South America, with power in furtherance of the above trafficking or in addition thereto to export or import on commission or on behalf of the company grain or other agricultural produce and merchandise from or into South America, or elsewhere into or from any other country. And the becoming carriers along such inland navigation as aforesaid or by |