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660

FORMS RELATING TO COMPANIES

(5.)

Certificate of Veterinary Surgeon.

To the Secretary of the Barsetshire Mutual Cattle Assurance Association, Limited.

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Memorandum and Articles of Association of the Belton Hall and Park Company, Limited.

Explanation of objects of Company.

The object of the company is to purchase a park in the neighbourhood of a large town, with the intention ot ultimately devoting it to the use of the public.

The purchase-money has, in the first place, to be paid by certain promoters.

Of Memoranda and Articles of Association.

661

The mode of raising the money is, 1st, by donations; 2ndly, by an issue of shares of two classes, that is to say, A shares, of £1 1s. each, giving admission to the park; and B shares, of £1 1s. each, paying a dividend, but not giving admission to the park.

The dividend is proposed to be raised by letting the park for fêtes, and so forth. The governing body of the company is varied, according to the condition of its finances.

First, the promoters must be repaid their purchase-money.

The first step, then, is to constitute the promoters absolute managers, and to allow them full powers of control over the property, till they have been repaid their outlay, and this period, during which the promoters are the managers, is called the period of interim management.

The company, in its corporate capacity, is a dividend paying body, for the purpose only of discharging the price of the estate.

Trustees therefore are constituted, who hold a number of B shares, equal to the amount of donations, and are intended ultimately to acquire the whole number of both A and B shares.

Assuming the period of interim management to be expired, the place of the managers is taken by a council of thirty-six, elected as follows:

One-third by the A shareholders,

One-third by the B shareholders,
One-third by the trustees.

The council have the entire superintendence of the affairs of the company, but the daily administrative duties are performed by managers under the control of the council.

As the company progresses, the trustees are empowered, from time to time, to purchase all the shares of the company, and when that operation is complete, the council disappear, the trustees take their place, and the park is open to the public, under such regulations as the trustees think fit.

The trustees moreover have power to transfer the park to any public body, to be held in trust for the public.

Memorandum of Association.

(1.) The name of the company is "The Belton Hall and Park Company, Limited."

(2.) The registered office of the company will be situate in England. (3.) The objects for which the company is established are to purchase Belton Hall, in the parish of Belton, in the county of Somerset, and the adjoining grounds, comprising about forty-three acres, and such other lands contiguous to, or convenient to be held therewith, as may be deemed expedient, with a view to derive a profit from such purchase, and thereby to

662

FORMS RELATING TO COMPANIES.

compensate the company for any outlay that may be made on the purchase, maintenance, or improvement of the said hall and premises, but with an ultimate intention, after providing for such compensation, to appropriate the said hall and premises to the use of the public so far as to admit the public thereto, and to apply all profits that may be made to the maintenance and improvement of the said hall and premises, and not for the pecuniary benefit of the company or its members, with power for the company to do or provide anything that may tend to the maintenance or improvement of the said hall or premises, or to the instruction or entertainment of the persons resorting thereto, with power also for the company to lease for a temporary purpose, or for any number of years, all or any portion of the said premises, or any privilege or right on, to, or over the said premises, and, if necessary, to sell the said premises or any portion thereof, or any right or privilege belonging thereto, or to grant life annuities of forty shillings per annum and upwards charged upon the said premises, with power also for the said company to transfer the said premises to any other public body or body corporate who may undertake to carry into effect the public objects of the company, and generally to do all other things which may be incidental or conducive to the objects for which the company is hereby declared to be established.

(4.) Every member of the company undertakes to contribute to the assets of the company 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 company, and the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding one pound.

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.

[Names and addresses of subscribers.]

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664

FORMS RELATING TO COMPANIES.

No. 24.

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Articles of Association of the Belton Hall and Park Company, Limited. WHEREAS by an agreement dated the and made between the Rev. Henry Bromfield, Richard Robinson, and Mary Robinson, for themselves their heirs executors and administrators of the one part, and John Jones, John Smith, Thomas Green, John Thompson, Caleb White, Andrew Brown, and Cæsar White, all of the borough of Belton, in the county of Somerset, for themselves their heirs executors and administrators of the other part, the parties thereto of the other part agreed to purchase the Belton Hall Estate as therein described, comprising in the whole about forty-three acres, for the sum of 50,000l., subject to the stipulations therein contained as to title, payment of the purchase-money by instalments, and other matters, with power for the said parties thereto to rescind or abandon the said agreement for purchase, on payment of such sums, and on such other conditions, as therein mentioned:

And whereas the parties to the said contract of the other part (hereinafter called "the promoters"), entered into the same with the intention of forming a limited company for the objects mentioned in the accompanying memorandum of association.

And whereas considerable delay having occurred in registering the company, the promoters have, in pursuance of a provision contained in the said agreement for sale, entered into possession of the said Belton Hall Estate, and expended, or contracted to expend, large sums in repairs and improvement of the said estate :

And whereas, for the purpose of enabling the promoters to carry into effect the said contract, it has been determined that they shall be appointed "Interim Managers" for such period, and be clothed with such powers as are hereinafter mentioned:

It is agreed as follows:

Preliminary.

(1.) The following words and expressions shall have the several meanings hereby assigned to them, unless there is something in the context repugnant to such construction (that is to say):

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

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