The Articles of Association. may in fairness be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. 72. A balance-sheet shall be made out in the month of in every year, and laid before the next general meeting of the Company, and such balance-sheet shall contain a summary of the property and liabilities of the Company arranged under the heads appearing in the form annexed to these articles, or as near thereto as circumstances admit. NOTE.-Annex the form of balance-sheet in the first schedule to the act. 73. A printed copy of such balance-sheet shall, seven days previously to such meeting, be delivered at or sent by post to the registered address of every shareholder. AUDITORS. 74. The Company shall, at the first general meeting in each year, elect one or more auditor or auditors. The auditor for the first year shall be appointed by the directors. 75. If not more than one auditor be appointed, all the provisions herein contained relating to auditors shall apply to him. 76. The auditors need not be shareholders in the Company. No person shall be eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the Company; and no director or other officer shall be eligible during his continuance in office. 77. Notice of intention to propose any person to be an auditor shall be given to the directors fourteen days at least before the general meeting, and they shall cause notice of such intended proposal to be sent by post to all the shareholders seven clear days at least before the general meeting. 78. The remuneration of the auditors for the first year The Articles of Association. shall be fixed by the directors, for subsequent years it shall be fixed by the Company at the time of their election. 79. Any auditor shall be re-eligible at the expiration of his year of office. 80. If any casual vacancy shall occur in the office of auditor, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same, AUDIT. 81. One month at least before each general meeting the accounts of the Company shall be audited by the auditors, who shall give to the directors ten days' notice of the day appointed by them for such audit. 82. The directors shall supply to each of the auditors, seven days before the day appointed for the audit, a copy of the balance-sheet. 83. At the audit it shall be the duty of the auditors to examine the balance-sheet, with all accounts and vouchers relating thereto. 84. Each auditor shall be supplied with a list of the books kept by the Company, and he shall at all reasonable times have access to the books and accounts of the Company, and, at the expense of the Company, he may employ accountants or other persons to assist him in investigating such accounts, and he may examine the directors or any other officer of the Company in relation to such accounts. 85. The auditors 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 Articles of Association, and properly drawn up so as to exhibit a true and correct view 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, and whether they have been satisfactory. And such report shall be read, together with the report of the directors, at the ordinary general meeting of the Company. The Articles of Association. NOTE. The two last articles have been taken almost verbatim from the regulations. GENERAL AND EXTRAORDINARY MEETINGS. 86. The first general meeting of the Company shall be held at such time, not being more than seven months after the incorporation of the Company, and at such place as the directors may determine. 87. Subsequent general meetings shall be held on the first Monday in February and the first Monday in August in every year, at such place as may be determined by the directors. 88. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary meetings. 89. The directors may, whenever they think fit, and they shall, upon a requisition made in writing by any number of members holding in the aggregate not less than onetenth part of the shares of the Company, convene an extraordinary general meeting, 90. Any requisition so made by the members shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company. 91. Upon the receipt of such requisition the directors shall forthwith proceed to convene an extraordinary general meeting: if they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists, or any other members holding the required number of shares, may themselves convene an extraordinary general meeting. 92. Fourteen days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to be held, shall be given by advertisement, or in such other manner, if any, as may be prescribed by the Company. 93. Any member may, on giving not less than seven days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting. The Articles of Association. 94. The notice so required of a member shall be given by leaving a copy of the resolution at the registered office of the Company, a copy of which notice shall forthwith be sent to all the members. PROCEEDINGS AT GENERAL MEETINGS. 95. No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of members is present at the commencement of such business; and such quorum shall be ascertained as follows; that is to say, if the members of the Company at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limitation, that no quorum shall in any case exceed forty. 96. If within one hour from the time appointed for the meeting the required number of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved: in any other case it shall stand adjourned to the following day, at the same time and place; and if at such adjourned meeting the required number of members is not present, it shall be adjourned sine die. 97. The chairman (if any) of the board of directors shall preside as chairman at every general meeting of the Company. 98. If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the members present shall choose some one of their number to be chairman of such meeting. 99. The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 100. At any general meeting, unless a poll is demanded by at least five members, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the Company, shall be The Articles of Association. sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 101. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the Company in general meeting. VOTES OF MEMBERS. 102. All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend and the consideration of the accounts, balancesheets, and the ordinary report of the directors. 103. Every member shall have one vote for every share up to ten; he shall have an additional vote for every five shares beyond the first ten shares up to one hundred, and an additional vote for every ten shares held by him beyond the first hundred shares. NOTE. This proportion of votes to shares may be determined according to the pleasure of the promoters. The act prescribes no numbers, and the above is merely a suggestion of a proportion which has been found to work well in practice. It was proposed in the former edition of this work, and has been adopted by the new statute. 104. If any member is a lunatic or idiot, he may vote by his committee, curator bonis, or other legal curator; and if any member is a minor, he may vote by his guardian, tutor or curator, or any one of his guardians, tutors or curators, if more than one. 105. If one or more persons are jointly entitled to a share or shares, the person whose name stands first in the register of members as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same. 106. No member shall be entitled to vote at any general meeting unless all calls due from him have been paid, nor |