Part VII. 2nd Schedule. Form B. Second Schedule. Articles of Guarantee Company. mittee, and if any member is a minor he may vote by his guardian, or by any one of his guardians, if more than one. 21. No member shall be entitled to vote at any meeting unless all moneys due from him to the company have been paid. 22. Votes may be given either personally or by proxies. A proxy shall be appointed in writing under the hand of the appointer, or, if such appointer is a corporation, under its common seal. 23. No person shall be appointed a proxy who is not a member, and the instrument appointing him shall be deposited at the registered office of the company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote. 24. Any instrument appointing a proxy shall be in the following form: I, A.B., of (Limited), hereby appoint Company (Limited). being a member of the of Company as my proxy, to vote for me and on my behalf at the ordinary [or extraordinary, as the case may be] general meeting of the company, to be held on the day of next, and at any adjournment thereof [or at any meeting of the company that may be held in the year As witness my hand, this day of Signed by the said A.B., in the presence of C.D. [Add occupation and residence.] Directors. 25. The number of the directors, and the names of the first directors, shall be determined by the subscribers of the Memorandum of Association. 26. Until directors are appointed, the subscribers of the Memorandum of Association shall, for all the purposes of this Act, be deemed to be directors. Powers of Directors. 27. The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not hereby required to be exercised by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors that would have been valid if such regulation had not been made. Election of Directors. 28. The directors shall be elected annually by the company in general meeting. Business of Company. [Here insert rules as to mode in which business is to be conducted.] Accounts. 29. The accounts of the company shall be audited by a committee of five members, to be called the Audit Committee. Second Schedule. Articles of Guarantee Company. 30. The first Audit Committee shall be nominated by the directors Part VII. out of the body of members. 31. Subsequent Audit Committees shall be nominated by the mem- 2nd Schedule. bers at the ordinary general meeting in each year. 32. The Audit Committee shall be supplied with a copy of the balance-sheet, and it shall be their duty to examine the same, with the accounts and vouchers relating thereto. 33. The Audit Committee shall be supplied with a list of all books kept by the company, and they shall at all reasonable times have access to the books and accounts of the company. They may at the expense of the company employ accountants or other persons to assist them in investigating such accounts, and they may examine the directors or any other officers of the company as to such accounts. 34. The Audit Committee shall make a report to the members upon the balance sheet and accounts, and in every such report they shall state whether in their opinion the balance sheet is a full and fair balance sheet, containing the particulars required by these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the company's affairs, and, in case they have called for explanations or information from the directors, whether such explanations or information have been given by the directors, and whether they have been satisfactory; and such report shall be read, together with the report of the directors, at the ordinary meeting. Notices. 35. A notice may be served by the company upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his registered place of abode. 36. Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of 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. Winding up. 37. The company shall be wound up voluntarily whenever an extraordinary resolution, as defined by "The Companies Act, 1903," is passed requiring the company to be wound up voluntarily. Names, Addresses, and Description of Subscribers. Form B. Part VII. 2nd Schedule. Form C. Memorandum of Company Limited by Shares and Guarantee. Form C. MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND 1. The name of the company is "The Wakatipu Carrying Company 2. The objects for which the company is established are: The encouragement of travelling in the Lake District of Otago by providing conveyances by land and water for the accommodation of travellers, and the doing of all other things incidental or conducive to the attainment of the above object. 3. 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 contracted before the time at which he ceases to be a member, 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 twenty pounds. 4. The capital of the company shall consist of two hundred thousand pounds, divided into two thousand shares of one hundred pounds each. We, the several persons whose names and addresses are subscribed hereto, are desirous of being formed into a company in pursuance of this Memorandum of Association, and agree to take the number of shares in the capital of the company set opposite our respective names:— MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A CAPITAL DIVIDED INTO SHARES. Memorandum of Association. 1st. The name of the company is "The Patent Stereotype Com Form D. pany." Memorandum and Articles of an Unlimited Company. 2nd. The objects for which the company is established are: The Part VII. working of a patent method of founding and casting stereotype plates, of which method John Smith, of Wellington, is the sole patentee. We, the several persons whose names are subscribed hereto, are desirous of being formed into a company in pursuance of this Memorandum of Association:: Names, Addresses, and Descriptions of Subscribers. Articles of Association, to accompany the preceding Memorandum of Association. Capital of the Company. The capital of the company is two thousand pounds, divided into twenty shares of one hundred pounds each. Application of Table A. All the Articles of Table A in the First Schedule of "The Companies Act, 1903," shall be deemed to be incorporated with these Articles, and to apply to the company. We, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the company set opposite our respective names:— 2nd Schedule. Form D. Number of shares issued partly for cash : Number of shares issued otherwise than for cash: Total amount of calls unpaid: £ LIST OF PERSONS holding SHARES in the Company on the day of and of Persons who have held Shares therein at any Time during the Year immediately preceding the said day of showing their Names and Addresses, and an Account of (a) Including persons who have ceased to be members during the preceding year. Names of directors are distinguished by an asterisk, thus (*). THIRD SCHEDULE. (1.) AFFIDAVIT ON APPLICATION FOR DISSOLUTION OF COMPANY. 3rd Schedule. I* [or Wet], Affidavit on application for dissolution. of "The Company (Limited)," incorporated under "The Companies Act, 1903," do hereby make oath and say, That the nominal capital of the said company is £ , in each. That the shares have been fully paid up. shares of £ That the company has no assets, and has ceased to carry on business. And I [or we] do hereby apply for declaration of dissolution of such company. C. D. Remarks. |