thereon. In case of such non-payment, the forfeiture shall include all unpaid dividends, bonuses, and interest due and to become due thereon.

55. The sales and other dispositions of surrendered and forfeited shares or stock may be made by the board at such time and on such terms and conditions as they think fit.

56. A certificate in writing under the seal, and under the hand of one director, and countersigned by the secretary, that any share or stock has been duly surrendered or forfeited in pursuance of these presents, and stating the time when it was surrendered or forfeited, shall, in favour of every person. afterwards claiming to be a holder of the share or stock aforesaid, be conclusive evidence of the facts so certified; an entry of the issue of every such certificate shall be made in the minutes of the proceedings of the board.

XIV.-REGISTRATION OF MEMBERS.

57. Every registered member shall, in writing, from time to time, name to the secretary a place of address in the United Kingdom to be registered as his place of residence, and the place so from time to time registered shall for the purposes of the statutes and of these presents be deemed to be his place of residence or registered address; and all notices whatsoever sent by post to such registered address shall be deemed to and shall be sufficient notice of the purpose for which such notice shall purport to be given. If any member shall fail to give such place of address in the United Kingdom, he shall not be entitled to receive notice of any of the general meetings or of other proceedings of the company, or of the making of a call, or of the accounts and balance sheet, or of the auditors' or other reports, and no such meetings or other proceedings shall in any case be invalidated by reason of any member not having received such notice or notices as aforesaid.

58. Upon surrender of his warrant to the company for cancellation, and upon payment of two shillings and sixpence, the bearer of a share warrant shall be entitled to be registered in respect of the shares or stock included in the warrant; but the company shall in no case be responsible for any loss or damage incurred by any person by reason of the company

entering in its register of members upon the surrender of a share warrant the name of any person not the true and lawful owner of the warrant surrendered.

XV.-DIRECTORS.

59. The number of directors shall (subject to alteration by a general meeting) be not less than four nor more than ten, and, until otherwise determined on by the board, three directors shall form a quorum.

60. Until directors are appointed pursuant to the provisions hereinafter contained, the subscribers of the memorandum of association shall, for all the purposes of the company, be deemed to be directors without reference to the number of shares severally subscribed for by them, or any other qualification.

61. Every registered member holding (fifty) shares or stock of equal amount in his own name solely shall be eligible as a director, provided all calls and payments due on his shares shall have been paid. The holding of share warrants shall not be a qualification for a director.

62. The first board of directors so qualified shall be appointed in writing by a majority of the subscribers of the memorandum of association not later than the first ordinary meeting, and shall continue in office until the second ordinary meeting. In default of such appointment, the company at the first ordinary meeting shall appoint the first board of directors. The first ordinary meeting shall be held within four months of the registration of the company.

63. The company may, by resolution, at any time increase or reduce the number of directors, and may also determine in what rotation such increased or reduced number is to go out of office.

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64. The remuneration of the directors so appointed, exclusive of that of any managing director, shall be £ annum, and a further sum of £ per cent. on the surplus net profits, after paying a dividend at the rate of £ per cent. per annum to the members on the called up capital of the company, to be divided as the directors shall agree.

65. Every director shall, except as regards the original members, and members recommended by the board for

election, or appointed by the board to supply an occasional vacancy, have been the holder of his qualifying number of shares at least six months.

66. At the second ordinary meeting, and at the ordinary meeting in every subsequent year, one-third of the directors, or the next lowest number thereto, shall retire from office, who shall be eligible for re-election, or the meeting shall elect qualified members to supply their place.

67. The rotation for the retirement of the first directors shall be determined by agreement among themselves, or, failing agreement, the directors to retire shall be selected by ballot.

68. The directors to retire in each year shall be selected by seniority; as between directors of equal seniority the directors to retire shall be selected amongst themselves by ballot.

69. Whenever any question arises as to the retirement in rotation of any director, it shall be decided by the board.

70. A member, not being a retiring director, shall not, unless recommended by the board for election, be qualified to be elected a director, unless he give to the secretary, or leave at the office not less than fourteen days nor more than two months before the day of election, notice in writing under his hand of his willingness to be elected a director. The bearer of a share warrant shall not for the purposes of this article be deemed a member.

71. Whenever the ordinary meeting in any year fails to elect a director instead of the retiring director, the director to retire shall be considered to have been re-elected.

72. Every director shall vacate his office on ceasing to hold his qualifying number of shares, or on becoming bankrupt, or presenting his petition under any Act at the time in force relating to insolvent debtors, or on his suspending payment, or compounding with his creditors, or being found lunatic, or ceasing, without the permission of the board, for three successive months to attend the meetings of the board, or if he hold any other office or place of profit under the company other than as managing director.

73. Any director, either individually or as a member of a partnership, company, or corporation, may, notwithstanding any rule of law or equity to the contrary, be interested in any operation, undertaking, or business undertaken or assisted by

the company, or in which the company is interested, proIvided the nature and extent of such interest be disclosed to the board in writing and recorded on the minutes of its proceedings.

74. No director shall be disqualified to act as director by reason of his being so interested, or employed, but he shall not vote on any matters relating to any operation, undertaking, or business in which he is interested, either individually or as a member of a partnership, or as a director or officer of any company or corporation.

75. All acts done by any meeting of the board of directors, or of any committee of directors, or by any directors or their agents, shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of any such directors or persons, or that they or any of them were disqualified, be as valid as if such person had been duly appointed, and was qualified to be a director or agent.

76. A director may, at any time, give notice to the board, in writing, of his wish to resign, and on the acceptance of his resignation by the board, his office shall be vacant.

77. Any casual vacancy in the office of director may be filled up by the board by the appointment of a qualified member, who shall in all respects stand in the place of his predecessor. The continuing directors may act, notwithstanding any vacancy or vacancies in the board.

XVI.-BOARDS AND COMMITTEES.

78. Board meetings shall be held at the offices of the company, but under special circumstances they may be held when and where the directors shall think fit.

79. The directors may elect a chairman of their board, and determine the period for which he is to hold office. The chairman for the time being shall preside at all meetings of the board, but if there be no such chairman, or if at any meeting the chairman be not present within fifteen minutes of the time appointed for holding the same, the directors present shall choose some one of their number to act as chairman of such meeting, and the director so chosen shall preside at such meeting accordingly.

80. A board may at any time be called by any director, on

his giving three days' notice in writing to the other directors and declaring the nature of the business to be transacted.

81. The procedure of the board shall be regulated by their own rules or standing orders, but in other respects as the directors present think fit or determine.

82. Every question at a board shall be determined by a majority of the votes of the directors present, every director having one vote, but in case of an equality of votes, the acting chairman shall have a second or casting vote.

83. The board may appoint and remove committees consisting of one or more of their own number for any purposes of the company as they may think fit, and may determine and regulate the quorum, duties, and procedure of any such committees.

84. Every committee shall keep minutes of its proceedings, and report them from time to time to the board.

85. Minutes of the proceedings of every board and of the attendance of the directors thereat respectively shall thereat, or with all convenient speed thereafter, be recorded by the secretary in a book or books kept for that purpose, and be signed by the chairman of the meeting to which they refer or of that at which they are read.

86. Every such minute when so recorded and signed shall, in the absence of proof of error therein, be considered a correct record and an original proceeding.

XVII.-POWERS OF THE BOARD.

87. The management of the business and the control of the company shall be vested in the board, who in addition to the powers and authorities of these presents expressly conferred upon them, may exercise all such powers, and do all such acts and things as may be exercised or done by the company, and are not hereby or by the statutes expressly directed or required to be exercised or done by the company in general meeting, but subject, nevertheless, to any regulations from time to time made by the company in general meeting, provided that no regulation shall invalidate any prior act of the board which would have been valid if such regulation had not been made.

88. In furtherance and not in limitation of and without