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700

FORMS RELATING TO COMPANIES.

governors present, and in case of an equal division of votes the chairman shall have a second or casting vote.

(25.) At the meetings of the council of the institute, minutes of each governor's attendance shall be entered in a book and signed by the chairman.

(26.) The council of the institute shall cause minutes of all orders made and proceedings taken by them to be duly entered in books to be from time to time provided for the purpose and kept under their superintendence, and every such entry shall be signed by the chairman of the meeting in which such order was made or proceeding taken.

(27.) The council of the institute may appoint one or more committees, consisting of such number of governors as they think fit, and grant to such committees respectively power on behalf of the institute to do any acts relating to the affairs of the institute which such council could lawfully do.

(28.) A committee so appointed may meet from time to time and adjourn as they think proper for carrying into effect the purposes of their appointment, but no committee shall exercise the powers intrusted to them except at a meeting at which there shall be present such quorum as may be fixed for that purpose by the council of the institute, and at every committee meeting one of the members present shall be appointed chairman, and all questions shall be determined by a majority of votes of the members present, and in case of an equal division of votes the chairman shall have a second or casting vote.

(29.) The custody of the common seal of the institute, and the power to use the same on behalf of the institute, shall be vested in such person or persons as the council of the institute may from time to time appoint.

(30.) Two members of the institute, not being members of the council of the institute, shall be chosen by the members at their annual general meeting in each year as auditors of accounts for the ensuing year.

(31.) It shall be the duty of the auditors to receive from the council of the institute the periodical accounts and balance sheet hereinafter required to be presented to the members, and to examine the same, and to report thereon to the annual general meeting.

(32.) George Smith, of Framley, merchant, and Robert Jones, the younger, of Framley, clerk, shall be the first auditors of the institute.

(33.) The first annual general meeting of the members of the institute shall be held on the second Monday in January, 18, and the future annual

Of Memoranda and Articles of Association.

701

general meetings on the second Monday in January in every succeeding year, and all general meetings shall be held at such place as may be appointed by the said council.

(34.) Fourteen days public notice at the least of the annual general meeting in each year shall be given by advertisement in the Framley newspapers, or such of them as the council of the institute may select, and shall be posted up in the reading-rooms of the institute: such notice shall specify the place day and hour of the meeting, and also (if any business other than the matters hereby directed to be done by the annual general meeting be intended to be transacted) the nature of such business.

(35.) No matters, except such as are hereby directed to be done at the annual general meeting, shall be transacted at any such meeting, unless notice of such matter has been given in the advertisement announcing such meeting.

(36.) Every general meeting of the members of the institute, other than the annual general meeting, shall be called a special meeting, and such meetings may be convened by the council of the institute.

(37.) No special meeting shall enter upon any business not set forth in the notice by which it was convened.

(38.) Fifty members of the institute may by writing under their hands at any time require the council of the institute to call a special meeting of the institute; such requisition shall fully express the object of the meeting required to be called, and shall be given to the secretary of the institute, and on the receipt of such requisition the said council shall call a meeting accordingly. If for one calendar month after the receipt of such requisition the council of the institute fail to call such meeting, the said fifty members may themselves call the same by giving fourteen days public notice thereof.

(39.) Fourteen days public notice at the least of any special meetings shall be given by advertisement in the Framley newspapers, or such of them as the council of the institute may select, and posted up in the reading-rooms of the institute: such notice shall specify the place day and hour of the meeting, and the purpose for which the meeting is called.

(40.) At every meeting of the institute, whether it be the annual general meeting or a special meeting, the president, and in his absence the senior vice-president, and in his absence the junior vice-president, shall be entitled to take the chair : in the absence of the above officers, the members present shall choose one of their number to be chairman of such meeting.

702

FORMS RELATING TO COMPANIES.

(41.) The votes at general meetings, except on the election of officers to be provided for by bye-law, shall in the first place be taken by show of hands, and the chairman shall declare the result; any member demurring to his decision may demand a poll, which shall be immediately taken, and the chairman shall declare the result; every proposition at any such meeting shall be determined by a majority of the votes of the members present, the chairman of the meeting being entitled to vote as an individual member, and also to have a casting vote if there be an equality of votes.

(42.) Matters directed to be done at the annual general meeting are as follows:

First, the reception of the report of the proceedings of the institute
during the preceding year, and the passing of the accounts;
Second, the election of a president, two vice-presidents, a treasurer,
thirteen elected governors, and two auditors for the ensuing year;
Third, any business of which notice has been duly given.

(43.) The council of the institute shall cause full and true accounts to be kept of all sums of money received or expended by them, or by any persons employed by or under them, and of the matters for which sums of money have been received or expended.

(44.) The accounts shall be closed in each year on the thirtieth of November, or on such other day as the council of the institute may determine, and shall be balanced and audited fourteen days at the least before the annual general meeting in each year, and forthwith on the accounts being so balanced and audited an exact balance sheet shall be made up, exhibiting a true statement of the financial condition of the institute, and such balance sheet shall be open to the inspection of the members for fourteen days previous to such meeting and for one month thereafter, in one of the principal rooms of the institute, and an abstract of such balance sheet shall be published in the Framley newspapers, or such of them as the council of the institute may select.

[Names, addresses, and descriptions of subscribers].

NOTE. This is an Association for establishing museums, libraries, and other means of education in a large town. In form it is a company limited by guarantee, not having a capital divided into shares.

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FORM OF ARTICLES AUTHORIZING ISSUE OF SHARE WARRANTS TO BEARER (a).

Subject to the provisions of the Companies Act, 1867, the company may with respect to any share which is fully paid-up, issue under their common seal a warrant stating that the bearer of the warrant is entitled to the share or shares therein specified, and may provide by coupons or otherwise for the payment of the future dividends on the share or shares included in such warrant (in these articles called a share warrant).

The bearer of a share warrant shall be entitled on surrendering such warrant for cancellation, to have his name entered as a member in the register of members, and the company shall be responsible for any loss incurred by any person by reason of the company entering in its register of members the name of any bearer of a share warrant in respect of the shares or stock specified therein without the share warrant being surrendered and eancelled.

The bearer of a share warrant shall be deemed to be a member of the company within the meaning of the Companies Act, 1862, except that he shall not be qualified in respect of the shares included in the warrant for becoming a director.

The bearer of a share warrant shall not be entitled to vote either personally or by proxy at any meeting unless he deposits the warrant for the shares in respect whereof he proposes to vote at the registered office of the company not less than forty-eight hours before the time fixed for the meeting.

No. 27.

ABRIDGED FORM OF TRUST DEED FOR SECURING DEBENTURES WITH FORM OF DEBENTURE AND COUPON IN SCHEDULE (6).

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and (a) See ss. 27-36 of the Companies Act, 1867, pp. 491–495. These articles may be adopted in any of the preceding forms which apply to a company limited by shares.

(b) This form supposes a concession to have been granted by a South American Republic to an English company for the construction of railways by the company in the dominions of the Republic. It can readily be adapted to charge any undertaking either by way of assignment or by way of demise.

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was established by virtue of a decree or concession made by the Supreme Government of X and dated the 1st day of December, 18 whereby among other things the exclusive privilege was granted to the company for the term of twenty-five years of conveying passengers, goods, and other cargo by railway between M and N such term of twenty-five years to commence from the completion by the company of the railway so established, and it was by the same decree or concession provided that the proprietorship of the said railway should be and continue vested in the company for the term of ninty-nine years after the completion thereof, and that on the expiration of the said term the said railway with its stock and appurtenants should become the property of the said Supreme Government, and in the same decree or concession are contained sundry privileges and conditions with respect to the said railway. And whereas the said railway was completed and opened for traffic with a single line of rails on the 1st day of May, 18, from which date the said terms of twenty-five years and ninty-nine years are to be computed. And whereas the company are now the owners of the said railway, and are engaged in working the same, and are owners of the plant and fixed and rolling stock used in connection therewith, and of all the appurtenants thereof subject to the terms of the said decree or concession, and are also entitled to all the rights privileges and benefits by the said decree or concession granted so far as the same relate to the said railway. And whereas under the articles of association of the company, the board of directors have the power from time to time, as they may deem expedient for the purposes of the company, of borrowing any sum or sums of money not exceeding in the whole the sum of 100,000l. on bonds or debentures or other securities under the seal of the company, or by mortgage of any part or parts of the property of the company at such rate of interest, on such terms and in such manner as they may think proper. And whereas by a resolution of the board of directors the company have determined to create and issue 1st mortgage debentures in the form set forth in the schedule hereto for the sum of 100%. each up to an amount not exceeding in the whole the sum of 100,000l., it being intended that such debentures to the amount of 50,000. only shall be issued in the first instance, and shall bear interest at the rate of 51. 10s. per cent. per annum, payable half-yearly, on the 1st day of January and the 1st day of July in every year (the first of such half-yearly

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