property and liabilities of the society on that day shall be Prec. III. made out. 58. Seven days before each annual meeting the accounts for Accounts to the year ending with the day of last preceding such be audited. meeting, with all vouchers and receipts, and also the balancesheet, shall be examined by the auditors, who shall report thereon to such meeting. Copy of 59. A printed copy of the balance-sheet shall, previously to each annual meeting, be sent to the members in the manner in balance-sheet which notices are hereinafter directed to be given. PAYMENTS TO THE SOCIETY. to be sent to members. 60. All subscriptions, entrance-fees, and other monies pay- Payments to able to the society shall be received by the treasurer, whose be made to receipt in writing shall be a sufficient discharge for the same. EXCLUSION. treasurer. 61. Any member who shall fail in the observance of any Exclusion. regulation of the society, or of any regulation or order of the council, or who shall in the judgment of the council have been guilty of any act or practice or conduct calculated to bring discredit on the profession or to lower its status, may be excluded from the society by an extraordinary resolution. Such member shall have seven clear days' notice sent him to attend the meeting. Any member so excluded shall thereupon cease to be a member, but without prejudice to Clause 12 hereof. See Wood v. Wood, L. R. 9 Ex. 191. NOTICES. 62. A notice may be served by the society upon any member Notices. either personally or by sending it through the post in a prepaid letter addressed to such member at his registered address. post. 63. Any notice sent by post shall be deemed to have been As to sending served at the time when the letter containing the same would notices by be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post-office. Names, addresses, and descriptions of subscribers. [Ut supra, p. 199.] Dated the day of WITNESS to the above signatures, of PRECEDENT IV. Prec. IV. ARTICLES of ASSOCIATION of a COMPANY LIMITED by GUARANTEE and NOT HAVING a CAPITAL DIVIDED into SHARES. Articles of Association of The Incorporated Chamber of Interpretation. The chamber. Number of members. Who may become a member. Form of application. How to be signed. Council may reject applications. Annual subscription. From what date subscribers liable. Commerce. PRELIMINARY. 1. In these articles, unless there be something in the subject or context inconsistent therewith "The chamber" means The Commerce. Incorporated Chamber of For the rest of this clause, see supra, p. 203, substituting the word "chamber" for "society" throughout, and the following may be added: "Words importing persons only shall include corporations and partnership firms." 2. For the purposes of registration the chamber is declared to consist of 500 members. MEMBERSHIP. 3. Any person, firm, or corporation, may, with the assent of the council, become a member of the chamber. 4. An application for admission to membership shall be made, in writing, to the secretary, and shall be in such form as the council shall from time to time prescribe. 5. The application shall be signed by the candidate, or if such candidate is a corporation by some person duly authorised on its behalf. 6. The council may at their discretion reject any appli cation. SUBSCRIPTIONS. 7. Every member shall pay an annual subscription of one guinea. Such subscription shall be payable on the day of in each year. 8. The subscribers to the memorandum of association of the chamber shall be liable to pay the said subscription as from the day of - next. 9. A newly admitted member shall, immediately after his admission, pay an entrance fee of one guinea, and shall be liable to pay the said annual subscription as from the of next following his admission. day Prec. IV. Entrance fee. 10. A newly-admitted member shall not be entitled to exer- Entrance fee cise any of the privileges of a member until he shall have paid before privito be paid his entrance fee; and if he shall, for one calendar month after leges exerhis admission shall have been notified to him in writing by the chamber, make default in such payment, he shall ipso facto cease to be a member. 11. The council may at any time, with the sanction of a general meeting, increase or reduce the annual subscription and entrance fee. cised. Pro- . default. vision for Council maytrance fee and subscriptions. increase en future sub 12. The liability of any member for future annual sub- As to comscriptions may be commuted by the following payments to the mutation of society, namely, if such member is a firm or corporation, by scriptions. the payment of twenty guineas, and in any other case by the payment of ten guineas. A member may at any time commute under this clause unless and until the council suspend the operation of the clause, which they are hereby empowered to do. to confer 13. A member may at his discretion increase his subscrip- Additional tion for any year beyond the amount for the time being payable subscriptions by the regulations of the chamber, and shall in respect of every votes. additional guinea so subscribed by him be entitled to an additional vote at any general meeting of the company held during such year. DETERMINATION OF MEMBERSHIP. 14. [Ut supra, p. 205, Clause 11.] 15. The rights and privileges of a member shall be personal and incapable of transfer by the act of such member or by operation of law; those of a corporation or firm shall cease upon its dissolution, and those of an individual member on his death. 16. [Ut supra, p. 205, Clause 12.] 17. If any member shall neglect [supra, p. 207]. HONORARY MEMBERS. Rights of members. 18. The council may from time to time admit any person to Honorary be an honorary member of the chamber. An honorary member shall not be liable to pay any entrance fee or annual sub Prec. IV. scription, but in other respects shall be under the same liabilities, and have the same privileges as an ordinary member. Rules as to arbitration. Votes of members. Voting by proxy allowed. Proxy of firm. Notice to firm. ARBITRATION. 19. The council may from time to time determine the conditions and regulations upon and subject to which the chamber will act as arbitrator. GENERAL MEETINGS. 20 to 34. [Clauses 20-34, supra, pp. 207-9, may be adopted, substituting the word chamber for society.] 35. Every member shall (without prejudice to clause 13 hereof) be entitled to one vote. 36. Votes may be given either personally or by proxy. 37-39. [Ut supra, p. 170, et seq., Clauses 80, 81, and 83, mutatis mutandis.] 40. [Ut supra, p. 172, Clause 84, ending thus: "whilst any money is due from him to the chamber."] 41. Any firm which is a member of the chamber shall from time to time appoint a proxy to vote on its behalf at all general meetings, and, except as proxy for the firm, no member thereof shall be entitled to be present or to vote at any general meeting. 42. [Ut supra, p. 209, Clause 36.] OFFICERS THE COUNCIL. 43-55. [Ut supra, p. 209, Clauses 37-49.] 56. [Ut supra, p. 211, Clause 50, omitting last paragraph.] 57-66. [Supra, p. 211, Clauses 51 to 60, mutalis mutandis.] 67 and 68. [Ut supra, p. 213, Clauses 62 and 63.] 69. Notice to any member of a firm which is a member of the society shall be notice to all the members of such firm. In all the above references the word "chamber" must be substituted for "society" or company." EXCLUSION. Sometimes the council is given power to exclude any member whose connection with the chamber they may think it desirable to determine. Compare Clause 61, supra, p. 213. Names, addresses, and descriptions of subscribers. PRECEDENT V. ARTICLES of ASSOCIATION of a COMPANY with UNLIMITED The Companies Acts, 1862 and 1867. Articles of Association of The Iron Steam-ship Mutual Insurance Association. See supra, p. 135, as to mutual companies. 1. The number of members of the company is unlimited. See supra, pp. 94 and 139. Prec. V. Number of members. 2. In these presents, unless there be something in the Interpretasubject or context inconsistent therewith, tion. Iron Steam-ship Mutual Insurance Association. Also give all the definitions ut supra, p. 142, et seq., mutatis mutandis, except the first six. 66 Insure," "insured," "insuring," and "insurance," mean Insure, &c. respectively insure, insured, insuring, and insurance, in pursuance of the regulations of the company. "Ship," when applied to the subject matter of insurance, Ship. means an iron steam-ship, or any part or share in such a ship, and when otherwise applied, means any steam or sailing ship or vessel, boat, barge, or other floating vessel of any kind. "Owner" means and includes a sole owner, an owner in Owner. partnership, an owner holding separate shares in severalty, a part owner, a managing owner, a ship's husband, a mortgagee, and a trustee of a ship. "Loss" means a loss, collision, or other misfortune, insured Loss. against by the company. "Claim" means a claim upon the company arising out of a Claim. loss, or, as the context may require, the monies, costs, charges, and expenses payable or incurred by the company in respect of or consequent on a loss, and the claim arising out of the same. to insure to constitute 3. Every person shall be deemed to have agreed to become, Agreement and to be, a member of the company who insures any ship in pursuance of the regulations of the company. BUSINESS OF THE COMPANY. 4. The business to be carried on by the company is the membership. |