appoint Second Schedule. of 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 and at any adjournment thereof to be held on next [or at any meeting of the of the day of company that may be held in the year 1. As witness my hand, this Directors. day of in the presence of day (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 which 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 of insurance 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. (30.) The first audit committee shall be nominated by the directors out of the body of members. (31.) Subsequent audit committees shall be nominated by the members 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 have a list delivered to them of all books kept by the company, and they shall at all reasonable times have access to the books and accounts of the company: Form B. Memorandum and Articles. they may, at the expense of the company, employ accountants or other persons to assist them in investigating such accounts, and they may in relation to such accounts examine the directors or any other officer of the company. (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 of the company, 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 explanation 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 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. Winding up. (37.) The company shall be wound up voluntarily whenever an extraordinary resolution, as defined by the Companies Act, 1862, is passed, requiring the company to be wound up voluntarily. Names, addresses, and descriptions of subscribers. "1. John Jones of 6. Andrew Brown of in the county of in the county of in the county of Dated the 22nd day of November, 1861. Witness to the above signatures, merchant. A.B., No. 13, Hute Street, Clerkenwell, Middlesex. Second Schedule. FORM C. MEMORANDUM and ARTICLES of ASSOCIATION of a Company limited by Guarantee, and having a Capital divided into Shares. Memorandum of Association. 1st. The name of the company is "The Highland Hotel Company, "Limited." 2nd. The registered office of the company will be situate in Scotland. 3rd. The objects for which the company is established are "the faci"litating travelling in the Highlands of Scotland, by providing hotels "and conveyances by sea and by land for the accommodation of tra"vellers, and the doing all such other things as are incidental or "conducive to the attainment of the above object." 4th. 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. WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association. Names, addresses, and descriptions of subscribers. A.B., No. 13, Hute Street, Clerkenwell, Middlesex. Form C. Memorandum and Articles. Articles of Association to accompany preceding Memorandum of Association. 1. The capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each. 2. The directors may, with the sanction of the company in general meeting, reduce the amount of shares. 3. The directors may, with the sanction of the company in general meeting, cancel any shares belonging to the company. 4. All the articles of Table A. 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. Dated the 22nd day of November, 1861. Witness to the above signatures, A.B., No. 13, Hute Street, Clerkenwell, Middlesex. FORM D. MEMORANDUM and ARTICLES of ASSOCIATION of an unlimited Company, having a Capital divided into Shares. Memorandum of Association. "the 1st. The name of the company is "The Patent Stereotype Company." 2nd. The registered office of the company will be situate in England. 3rd. The objects for which the company is established are working of a patent method of founding and casting stereotype plates, "of which method John Smith, of London, is the sole patentee.' 66 Second Schedule. WE, the several persons whose names are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association. Names, addresses, and descriptions of subscribers. 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. 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. |