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690

FORMS RELATING TO COMPANIES.

and B shares, they may transfer the Belton Hall estate to the mayor, aldermen, and burgesses of the borough of Belton, to be held by them as a public park, or they may transfer the same to any other public body, on such body undertaking to carry into effect the public objects of the company.

(203.) The trustees may at any time, with the sanction of the council and they may in their own discretion, as soon as they have acquired the whole of the A and B shares, apply for a charter or act of Parliament, for the purpose of enabling themselves or the said mayor aldermen and burgesses or any other body of persons, to carry into effect the public objects of the company.

(204.) The trustees shall not be subject to the control of the company, or of the governing body of the company, or of any shareholder therein, in respect of their application of the reserved fund, but they shall give an account of the manner in which they have dealt with such fund to the ordinary general meeting of the company in each year.

Notices.

(205.) Notice of any meeting call or other thing shall, in cases where the manner of giving such notice is not hereinbefore set forth, be deemed to have been served on any shareholder whose registered place of residence is situate in or within five miles of the town hall of Belton, at the time when such notice is first published in some newspaper published in Belton; nevertheless such notice may be served in manner next hereinafter men. tioned.

(206.) Notice of any meeting or thing in cases where the manner of giving such notice is not hereinbefore set forth, may be served on any shareholder whose registered place of residence is situate at a distance of more than five miles from the town hall of Belton, either personally or by leaving the same or sending it through the post as or in a letter addressed to such shareholder, at his registered place of abode.

(207.) Notices by letter shall be posted in such time as to admit of the letter being delivered in the due course of delivery within the period, if any, prescribed for the giving of such notice, and on proving such service it shall be sufficient to prove that such notice was properly directed, and that it was put into the post office at such time as aforesaid.

Of Memoranda and Articles of Association.

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(208.) In cases where any share is held by several persons, a notice to the person named first on the register of shareholders shall be notice to all the proprietors of each share.

Arbitration.

(209.) 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 shareholder 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. (210.) The decision of any two of the arbitrators shall be conclusive.

(211.) 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.

Dissolution.

(212.) Extraordinary general meetings of the shareholders of the company may be held for the purpose of determining on the dissolution and winding up of the company, but for no other purpose.

(213.) The interim managers may, if they think fit so to do, summon an extraordinary general meeting, but the power hereby given them shall not derogate from the powers of dealing with the property of the company hereinbefore given them, without summoning such meeting.

(214.) The managers may, whenever they think fit, and they shall, if required so to do by the trustees, summon an extraordinary general meeting. (215.) Every shareholder shall be entitled to vote, either personally or by proxy, at an extraordinary general meeting, in manner following, that is to say:

Every holder of an A share shall have one vote, and every holder of a B share shall have the same number of votes as he would have under the provisions hereinbefore contained for the election of the representative members.

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FORMS RELATING TO COMPANIES.

(216.) The registered holders of the shares forming part of the reserved fund may, notwithstanding that they are known to be trustees, vote as ordinary shareholders.

(217.) The company shall be dissolved by a resolution of a majority of shareholders present, personally or by proxy, at an extraordinary general meeting, if such resolution is recommended by the trustees, but otherwise it may be dissolved by a special resolution of an extraordinary general meeting, passed in manner provided by the Companies Act, 1862.

(218.) The meeting at which the company is declared to be dissolved, or any subsequent extraordinary general meeting, may decide by a resolution of the majority of the shareholders present, personally or by proxy, whether the company is to be wound up voluntarily or by the court.

[Names and addresses of subscribers.]

FORM A.

Certificate of Class A Shares.

THE BELTON HALL AND PARK COMPANY, LIMITED.

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is the holder of the above-mentioned share in the company.

NOTE-This share may be transferred by filling up the indorsed form.
The transfer must be signed by the transferee as well as the transferor.
It must then be presented to the registering officer of the company, who
will register the name of the transferee, and give him a fresh certificate.

FORM B.

Certificate of Class B Shares.

THE BELTON HALL AND PARK COMPANY, LIMITED.

Class B Shares, No. to

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Of Memoranda and Articles of Association.

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NOTE-These shares, or any of them, may be transferred by filling up the indorsed form.

The transfer must be signed both by the transferee as well as the transferor. It must then be presented to the registering officer of the company, who will register the name of the transferee, and grant him a fresh certificate. If all the shares mentioned in the certificate are not transferred, the transferor must also appear before the registering officer, and receive a fresh certificate, specifying the shares retained by him.

Form of Transfer of Shares to be indorsed on the preceding Certificates.

I,

of

the sum of

) do hereby transfer to

(a) (in consideration of

paid to me by of the (A or B) share (or shares), numbered in the Belton Hall and Park Company, Limited, standing in my name in the books of the company To hold unto the said his executors administrators and assigns, subject to the several conditions on which I held the same at the time of the execution hereof. And I, the said

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do

hereby agree to take the said share (or shares), subject to the same conditions.

As witness our hands the

eight hundred and

Witness

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MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY, LIMITED BY GUARANTEE, AND NOT HAVING A CAPITAL DIVIDED INTO SHARES (b).

Memorandum of Association.

(1.) The name of the company is "The Framley Institute Association, Limited."

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694

FORMS RELATING TO COMPANIES.

(2.) The registered office of the company will be situate in England. (3.) The objects for which the company is established are, the establishment at Framley of libraries museums reading-rooms news-rooms lectures and other means of instruction and entertainment for the inhabitants of Framley, and the doing all such other things as are incidental or conducive to the attainment of the above objects.

(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 addressess are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association.

[Names and addresses and descriptions of subscribers.]

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Articles of Association to accompany preceding Memorandum of Association. Number of Members.

(1.) The company, for the purpose of registration, is declared to consist of five hundred members.

(2.) The council hereinafter mentioned may, whenever the business of the association requires it, register an increase of members.

Nature of Institute.

(3.) The institute is established for the diffusion and advancement of science, literature, and art.

(4.) The institute shall be divided into two departments, to be called respectively the general department, and the industrial department,

(5.) The general department shall comprise

First, reading-rooms and news-rooms (supplied with books newspapers and other suitable things for the use of the members;

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