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FORMS RELATING TO COMPANIES.
sea of grain or other agricultural produce and merchandise whether belonging to the company or to others, and as incident to the above objects, the purchase and sale on commission or on behalf of the company, of grain agricultural produce or merchandise, the purchase of barges boats or ships propelled by steam or otherwise, the acquisition of storehouses warehouses and offices, the providing where necessary means of land transport and conveniences for shipping and unshipping goods, and lastly, the doing all such other things as are incidental or conducive to the attainment of the above objects.
(4.) The liability of the members is limited.
(5.) The capital of the company is two hundred thousand pounds, divided into one thousand shares of two hundred 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.]
COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A CAPITAL DIVIDED INTO SHARES.
Memorandum and Articles of Association of the Barsetshire Mutual Cattle Assurance Association, Limited (a).
Memorandum of Association.
(1.) The name of the company is the Barsetshire Mutual Cattle Assurance Association, Limited.
(2.) The registered office of the company will be situate in England. (3.) The objects for which the company is established are—
(1.) The mutual insurance of members of the Association against loss in cattle, by or in consequence of the disease called the cattle plague or rinderpest, or the disease called pleuro-pneumonia.
(2.) The adoption and discharge of obligations undertaken before the
(a) This form contains provisions for local management of the insurance and general business of the association, which may be adapted to a mutual assurance association formed for almost any purpose.
Of Memoranda and Articles of Association.
date of this memorandum, by the Barsetshire Mutual Cattle Assurance Association.
(3.) The doing of all things from time to time conducive to the objects of the Association, or any of them, or incidental to or convenient in the exercise of any of its powers.
(4.) Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member, and of the costs charges and expenses of winding up the same, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding five pounds.
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.
Articles of Association.
Association is declared to be unlimited.
(1.) For the purposes of registration the number of the members of the the Companies Acts 1862 and 1867, and terms used in these articles shall (2.) These articles shall be construed with reference to the provisions of
FORMS RELATING TO COMPANIES.
be taken as having the same respective meanings as they have when used in those Acts.
In these articles, the term "cattle" means bulls, oxen, cows, and heifers, and calves not less than six months old, and the term "beast" means an animal comprised in the term cattle.
(3.) Subject to the provisions of these articles, any person owning cattle within the county of Barset may effect an insurance on those cattle with the Association.
An insurance shall not be effected except on all the cattle of the person insured within the county of Barset; where, however, the same person has separate holdings in different parts of the county, it shall be in the discretion of the general committee of the Association to permit him to effect an insurance, not comprising all his cattle on all the holdings, subject to any conditions that seem to the committee expedient.
Where a person has a holding on the border of the county of Barset extending into an adjoining county, it shall be in the discretion of the general committee to permit him to effect an insurance, comprising his cattle on the entire holding.
(4.) No cattle dealer or butcher shall be permitted to effect an insurance with the Association, and if any person being a cattle dealer or butcher effects an insurance with the Association, the policy shall be void.
(5.) An person keeping cattle in a town during any part of the year shall not be permitted to effect an insurance with the Association, except by special leave of the general committee, which leave they may give if they think fit, subject to any conditions that seem to them expedient.
(6.) The Association shall not insure cattle kept on a public ley, and if any person after effecting an insurance on any beast puts it on a public ley he shall not be entitled to compensation for loss of it, as long as it is kept on the public ley.
Any such person having put any beast on a public ley, shall, on taking it off the ley, be subject to the following rules :
(1.) He shall, during at least twenty-one days after taking it off the ley, keep that beast completely separated from his other cattle.
Of Memoranda and Articles of Association.
(2.) He shall not be entitled to any compensation in respect of the loss of that beast, unless it is free from cattle plague and pleuro-pneumonia during that period of twenty-one days.
But insured cattle may be agisted on any land within the county of Barset, not being a public ley.
(7.) If a person insured purposely turns any beast belonging to him out to graze on any public highway or turnpike road his policy shall be void.
(8.) Every person shall be deemed to have agreed to become a member of the Association who effects an insurance with the Association in pursuance of these articles. Such a person is called an insured member.
Every person (other than an insured member) shall be deemed to have agreed to become a member of the Association, who gives a donation in aid of the funds of the Association of 101. or upwards. Such a person is called a non-insured member.
(9.) A general meeting of the Association shall be held at Barchester on the third Saturday in June, 18
(10.) A general meeting shall be held at Barchester in every subsequent year, on the third Saturday in June.
The general committee, may, however, on any occasion, if it seems to them expedient, appoint another place or another Saturday in June for the holding of such meeting.
(11.) The above-mentioned general meetings shall be considered and called ordinary general meetings. All other general meetings shall be considered and called extraordinary general meetings.
(12.) The general committee may at any time (even if they think fit before the first ordinary general meeting) call an extraordinary general meeting.
(13.) An extraordinay general meeting may at any time (even before the first ordinary general meeting) be called on the requisition of members as follows:
Any such requisition shall be in writing, and signed by twenty or more members insured on an aggregate declared value of not less than 10,0007. It shall express the object of the proposed meeting. It shall be left at the
registered office of the Association. The general committee shall thereve call a general meeting. If they fail to do so for fourteen days free leaving of the requisition, any twenty or more members qualified as aforesaid may call a general meeting.
(14.) Fourteen days notice of every general meeting, ordinary er efte ordinary, specifying the place day and hour of meeting, and in case of special business, the nature of such business, shall be given by adverte ment, inserted in two newspapers, published in the county of Barset.
Notice of any meeting at which a resolution for a call or for winding up the Association is to be considered, shall also be served on the members seven days at least before the day of meeting; but non-receipt of such notice by any member shall not affect the validity of the proceedings at the meeting.
(15.) All business transacted at an extraordinary general meeting, and also all business transacted at an ordinary general meeting, other than the considerations of the accounts, and of the report of the auditors, and of the ordinary report of the general committee, special business.
(16.) No business other than such as is specified in the notice of an extraordinary general meeting may be transacted thereat.
(17.) No business shall be transacted at any general meeting unless there are personally present at the time appointed for the meeting, or within one hour thereafter, at least ten members.
If at the expiration of such hour ten members are not present, the meeting, if called on the requisition of members, shall stand ipso facto dissolved ; but in any other case it shall stand adjourned to the next business day st the same time and place, and if then and there ten members are not present it shall stand adjourned sine die.
(18.) The chairman of the general committee shall preside as chairman at every general meeting, but if at any meeting he is not present within fifteen minutes after the time appointed for the meeting, the members present shall choose one of their number to be chairman of the meeting.
(19.) The chairman, with the consent of the meeting, may adjourn any meeting from time to time, and from place to place; but no business shall be transacted at any adjourned meeting, other than business left unfinished at the meeting from which the adjournment was made.
(20.) Every motion submitted to a meeting shall be decided in the first