general meetings. Sometimes he is permitted to appoint an address for service, but Form 68. the objection is, that the company will have no means of ascertaining when the share warrant has been parted with, and may, unknowingly, continue to send notices to a person who has ceased to be a member. If the holder of a share warrant is to be entitled to notice, the usual plan is to provide that it shall be given by advertisement. In such case, the following clause will be inserted instead of the above : 46 Any notice required to be given by the company to the holder of share warrants shall be given by advertising the same once in a London daily newspaper.” The objection which prevents the general adoption of the plan is the publicity; companies do not like to publish notice of their private affairs. The following clause is sometimes adopted, and is not open to the same objection : The holder of a share warrant may from time to time notify in writing to the company some place in England to be called his address for service, and notice of any general meeting convened within the six months next following such notification shall (unless the meeting is convened by advertisement) be served on the holder of such share warrant by sending it through the post in a pre-paid letter addressed to him at his address for service. But save as aforesaid the holder of a share warrant shall not be entitled to notice of any general meeting." 139. Any notice required to be given by the company to the members, When notice or any of them, and not expressly provided for by these presents, shall may be given be sufficiently given if given by advertisement. by advertisement. 140. Any notice required to be, or which may be given by advertise- How to be ment, shall be advertised once in two London daily newspapers. advertised. holders. 141. All notices shall, with respect to any registered shares or regis- Notice to joint tered stock, to which persons are jointly entitled, be given to whichever of such persons is named first in the register, and notice so given shall be sufficient notice to all the holders of such shares or stock. 142. Any notice sent by post shall be deemed to have been served at When notice by post deemed the time when the letter containing the same would be delivered in the to be served. 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. It is not necessary to follow literally the address on the register, provided that a substantially accurate designation of the place of abode is given. Liverpool, &c., Co. v. Houghton, 23 W. R. 93. prior notices. [142a. Every person who, by operation of law, transfer, or other Transferees, means whatsoever, shall become entitled to any share or stock, shall be &c., bound by bound by every notice in respect of such share or stock which, previously to his name and address being entered on the register, shall be duly given to the person from whom he derives his title to such share or stock.] The above clause is not uncommon, but it is not by any means essential, and may be omitted if brevity is desired. It does not appear in Table A., nor in the Companies Clauses Consolidation Act, 1845. [1426. Any notice or document delivered, or sent by post to or left at Notice valid the registered address of any member in pursuance of these presents, though mem ber deceased. Form 68. shall, notwithstanding such member be then deceased, and whether or not the company have notice of his decease, be deemed to have been duly served in respect of any registered shares or stock, whether held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his or her heirs, executors, or administrators, and all persons, if any, jointly interested with him or her in any such share or stock.] How notice to be signed. How time to be counted. Healey, 278. Differences to be referred. Costs of arbitration. Submission may be made order of Court. This clause is sometimes inserted, and is found useful. [143. The signature to any notice to be given by the company may be written or printed.] The above is occasionally inserted. A person may sign by stamping a fac-simile of his autograph. Bennett v. Brumfit, L. R. 3 C. P. 28. 144. Where a given number of days' notice, or notice extending over any other period, is required to be given, the day of service shall, but the day upon which such notice will expire shall not, be included in such number of days or other period. ARBITRATION. 145. Whenever any difference arises between the company, on the one hand, and any of the members, their executors, administrators, or assigns, on the other hand, touching the true intent or construction, or the incidents or consequences of these presents, or of the statutes, or touching anything then or thereafter done, executed, omitted, or suffered in pursuance of these presents, or of the statutes, or touching any breach, or alleged breach of these presents, or any claim on account of any such breach or alleged breach, or otherwise relating to the premises, or to these presents, or to the statutes, or to any of the affairs of the company, every such difference shall be referred to the decision of an arbitrator, to be appointed by the parties in difference, or if they cannot agree upon a single arbitrator, to the decision of two arbitrators, of whom one shall be appointed by each of the parties in difference, or an umpire to be appointed by the two arbitrators. 146. The costs of, and incident to, any such reference and award, shall be in the discretion of the arbitrator, arbitrators, or umpire respectively, who may determine the amount thereof, or direct the same to be taxed as between solicitor and client, or otherwise, and may award by whom and to whom, and in what manner the same shall be borne and paid. 147. The submission to arbitration shall be subject to the provisions of the Common Law Procedure Act, 1854, or any then subsisting statutory modification thereof, and shall be made a rule or order of Her Majesty's High Court of Justice upon the application of either party, Form 68. and such party may instruct counsel to consent thereto for the other parties. An arbitration clause as above is very commonly inserted. WINDING UP. be borne. 148. In case the company is wound up, the surplus assets shall be How losses to applied first in repaying, pari passu, all monies paid in respect of calls made in the winding up, and secondly in repaying, pari passu, all other paid up capital; but this clause shall be without prejudice to the rights of the holders of shares issued under special conditions. As to mode of distribution in the absence of special provisions, see infra, p. 165. Where the profits are to be divided in proportion to the amount paid up on the shares, it seems not unreasonable to provide that upon a winding up the losses shall, as in the case of an ordinary partnership, be borne in the same proportions, and the above clause is accordingly used. assets in 149. If the company shall be wound up, the liquidators (whether Distribution of voluntary or official) may, with the sanction of an extraordinary resolu- specie. tion, divide among the contributories, in specie, any part of the assets of the company, and may, with the like sanction, vest any part of the assets of the company in trustees upon such trusts for the benefit of the contributories, as the liquidators, with the like sanction, shall think fit. Sometimes power is given to distribute assets in specie, and where the business of a company includes the acquisition of shares, bonds, or securities of other companies, such a power may be useful, for the Liquidation Act, 1868 (31 & 32 Vict. c. 68), which authorises a division in specie, only applied to liquidations pending in 1868. It seems, however, that the Court can, in a special case, authorise a distribution in specie. See Form 416a, infra. s. 161 of the 150. If at any time the liquidators of the company shall make any Sale under sale, or enter into any arrangement pursuant to Section 161 of The Com- Companies panies Act, 1862, a dissentient member, within the meaning of that Act, 1862. section, shall not have the rights thereby given to him; but instead thereof he may, by notice in writing, addressed to the liquidators, and left at the office not later than fourteen days after the date of the meeting at which the special resolution, authorising such sale or arrangement, require them to sell the shares, stock, or other property, option or privilege to which under the arrangement he would otherwise have become entitled, and to pay the net proceeds over to him; and such sale and payment shall be made accordingly. Such last mentioned sale may be made in such manner as the liquidators think fit. The above clause, or one of a similar character, is not uncommonly used now, and enables a company much more effectually to take advantage of s. 161 of the Act, for the purpose of effecting a reconstruction or amalgamation. According to the Act, dissenting members are entitled to be paid the value of their interests in the selling company as ascertained, in case of dispute, by arbitration. Under the above clause they are only entitled to the selling value of the shares in the purchasing company Form 68. which would otherwise have been allotted to them. There is no injustice in this, for it may reasonably be assumed that a sale which is sanctioned by special resolution is fair, and at the same time it facilitates matters considerably. In some cases the clause is framed with a view to binding every member to take the shares in the purchasing company agreed to be allotted to him; but that form is objectionable, for the sale may be in consideration of shares only partly paid up, and it is unreasonable that a dissenting member should be obliged to undertake further liabili ties. See further as to Reconstruction and Amalgamation, infra. Names, addresses, and descriptions of subscribers: See supra, p. 60. The number of shares taken is not to be given here. It is not necessary that all the subscribers should execute in the presence of the same witness. See supra, p. 61. Form 69. Articles of association in part adopting Table A. Preliminary agreement. Allotment of shares. Instalments. Transfers. Fee. Lien. THE COMPANIES ACTS 1862 TO 1879. COMPANY LIMITED BY In a good many cases articles of association are framed as in this form, viz., by the adoption of Table A., subject to modifications. See supra, p. 92. The plan is not to be recommended, for it is extremely desirable to have the regulations in a single document, but it is often adopted to save expense. 1. Subject as hereinafter provided, the regulations contained in the Table marked A. in the first schedule to the Companies Act, 1862 (hereinafter called Table A.), shall apply to this company. This clause is commonly inserted by way of reminder, but it is not necessary, for so far as not excluded, Table A. applies. See supra, p. 92. 2. The following clauses of Table A. shall not apply to this company, namely, Clauses 10, 22, 26, 27, 28, 37, 44, 52, 53, 54, 72, 90, and 91. 3. The directors shall forthwith affix the seal, &c. [supra, p. 96, Clause 3.] 4. The shares shall be under, &c. [supra, p. 96, Clause 5.] 5. If by the conditions of allotment, &c. [supra, p. 97, Clause 7], and the word "call" where used in Clauses 6, 17, 18, and 19 of Table A. shall be deemed to include an instalment. 6. The directors may decline to register, &c. [supra, p. 103, Clause 25.] 12. Upon any sale in purported exercise of the powers respectively Form 69. given by Clause 10 hereof, and Clause 21 of Table A., the directors, &c. [supra, p. 109, Clause 42.] 13 to 18. [Supra, p. 109, Clauses 46 to 51.] 23. The quorum of a general meeting shall be three members personally present. Validity of sales. Alteration of capital. Borrowing. Quorum. resolution. 24. The words "or carried by a particular majority, or lost," shall be Evidence of inserted in Clause 42 of Table A. after the word "carried," and the word "conclusive " shall be substituted for the word "sufficient" in the same clause. 25. The words "and either at once, or after an interval or adjourn- Poll. ment," shall be inserted in Clause 43 of Table A., after the word "manner." 26. The number of the directors shall not be less than than 27. The following, &c. [supra, p. 120, Clause 87.] nor more Number of directors. First directors. 28. The directors, &c. [supra, p. 120, Clause 88.] 29. There shall be paid, &c. [supra, p. 122, Clause 91.] 30. The qualification, &c. [supra, p. 121, Clause 89.] Additional directors. Remuneration. Qualification. 31. The words "at the second" shall be substituted for the words Rotation of "at the first" in Clause 58 of Table A. 32. A meeting of directers, at which a quorum, &c. [supra, p. 126, Clause 107.] directors. Power of Board meeting. Resolution in writing. Right to 33. A resolution in writing, &c. [supra, p. 127, Clause 111.] Dividends. 37. If any casual vacancy occurs in the office of auditor, the Interim directors may fill it up. 38. Every member whose registered, &c. [supra, p. 138, Clause 137.] 39. If the company shall, &c. [supra, p. 141, Clause 149.] In addition to the above clauses it may be deemed desirable to provide for the issue of share warrants (supra, p. 106); for division of the original capital into different classes of shares (supra, p. 98); enabling directors to contract (infra, p. 160); managing directors (supra, p. 125); some express powers as at p. 130; and for some modification of the provisions of Table A., as to accounts and audit, &c. NAMES, ADDRESSES, AND DESCRIPTIONS OF SUBSCRIBERS. [Supra, p. 142.] Dated, &c. [supra, p. 60. | dividends. Auditor. Address for service. Distribution of assets. |