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branches, and any other costs, charges or expenses which the board consider may be fairly deemed and treated as preliminary, shall be placed to a separate account, to be called the "Preliminary Expenses Account," and shall be chargeable on the profits of the company over a period of not less than ten years nor more than twenty years, as the board may deem expedient.

ments.

108. No shareholder, unless he be a director or auditor, Inspection or an officer, clerk, accountant or other person whose of docuduty requires him to do so, shall be entitled to inspect the books, accounts, documents or writings of the company, except such as shall be produced for that purpose at a general meeting, nor shall any shareholder be entitled in equity to a discovery thereof.

report to be

meetings.

109. At every ordinary meeting the directors shall lay Statement of before the meeting a statement of accounts of the com- account and pany made up to a date not more two months before the furnished to meeting from the time when the last preceding statement general was made; or, in case of the first statement on the commencement of the company, and every such statement shall be accompanied by a report of the directors as to the state and condition of the company, and as to the amount which they recommend to be paid out of the profits by way of dividend or bonus to the shareholders, and the amount (if any) which they recommend to be retained for the formation of a reserved fund.

XVI. Audit.

110. The accounts of the company shall be from time Accounts to to time examined, and the correctness of the statements be audited. shall be from time to time ascertained by two or more

auditors, in accordance with these presents.

111. No person shall be eligible as an auditor who Qualification shall not have held for six months previously to the of auditor. meeting, or who is interested otherwise than as a shareholder in any transactions of the company, and no director

or officer of the company shall, during his continuance in office, be eligible as an auditor.

112. The directors shall appoint the first auditors of Appointment the company, and all future auditors, except as is herein- of auditors. after-mentioned, shall be appointed at the first ordinary meeting of the company by the shareholders present thereat, and shall hold their office only until the next ordinary meeting in every year after their appointment. Retiring 113. Retiring auditors shall be eligible for re-election. auditors

eligible for re-election.

Notice to be given of intention to propose auditors.

Auditor's

remunera

tion.

Directors

may fill up casual

vacancy in

114. No person other than a retiring auditor shall be eligible to the office of auditor unless notice of an intention to propose him at an ordinary meeting be given at least seven days and not more than one month before the meeting, and a copy of every such notice shall be posted up at the office during the five days next before the meeting.

115. The remuneration of the auditors shall be determined, and may be from time to time varied, by general meetings.

116. If any vacancy that may occur in the office of auditor at any ordinary meeting shall not be then supplied, or if any casual vacancy shall occur, the directors auditorship. shall (subject to the approval of the next ordinary meeting) fill up the vacancy by the appointment of a person who shall hold office until the next ordinary meeting.

Auditors to have copies of

117. The auditors shall be supplied with copies of the statement of accounts intended to be laid before the next statement of ordinary meeting at least fourteen days before the meeting, and it shall be their duty to examine the same with the accounts and vouchers relating thereto.

accounts.

Declaration of dividend or bonus.

Reserve fund.

Application

of reserve fund.

Unpaid interest or

dividend not to bear

interest.

Directors

XVII. Dividends, Bonus and Reserve Fund.

118. The directors may with the sanction of the company in general meeting declare a dividend or bonus to be paid to the shareholders in proportion to their shares.

119. Previously to the directors recommending any dividend or bonus they shall set aside, out of the profits of the company, such a sum as they think proper as a reserved fund, and shall invest the same upon such government securities, parliamentary stocks or funds, or in such other stocks or securities as they think fit.

120. The directors may from time to time apply such portion as they think fit of the reserved fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining the buildings and premises connected with the business of the company or any part thereof, or for any other purposes of the company, which they from time to time deem expedient.

121. No unpaid interest or dividend shall ever bear interest as against the company.

122. The directors may deduct from the interest or may deduct dividends payable to any shareholder all sums of money due from him to the company on account of calls.

money due for calls.

Notice to be given of

123. Notices of all interest or dividend to become payable shall be given to each shareholder entitled thereto;

and all interest or dividend unclaimed for three years interest and after notice thereof is given may be forfeited by the di- dividends; rectors for the benefit of the company, and if the directors unclaimed think fit may be applied in augmentation of the reserved for three fund.

XVIII. Dissolution of the Company.

dividends

years to be forfeited.

When re

exhausted

124. If at any time the directors find that the losses of served fund the company have exhausted the reserve fund, and also extrathree-fourths of the paid-up capital, they shall forthwith ordinary call an extraordinary general meeting, and submit to it a meeting to full statement of the affairs of the company.

general

be called.

tion.

125. If it shall appear at such extraordinary meeting Declaration so called as aforesaid, and be duly resolved, that the as- of dissolucertained losses of the company from bad debts have exhausted the reserve fund, and also three-fourths of the paid-up capital, the chairman at such meeting, unless such binding and sufficient contract for the purchase of the shares of all the shareholders who wish to retire from the company, and such sufficient provision for their indemnity shall be entered into and made as hereinafter is mentioned, shall declare the company dissolved, and the same shall be thereupon dissolved accordingly, except for the purpose of winding-up its affairs.

tion accounts to be made

up.

126. If the company shall be dissolved, the directors in On dissoluoffice at the time of such dissolution shall, with all convenient speed, wind-up and bring its accounts and affairs to a final close and settlement, and for the purposes of such winding-up, close, and settlement, but for no other, the powers of such directors shall be held to be subsisting.

be divided.

127. When the affairs of the company shall be wound- Surplus to up, closed and settled, so much of the capital as shall remain after meeting all claims, shall be paid to the shareholders in proportion as they were entitled thereto, and these presents shall thereupon become void; and such dissolution shall operate both at law and in equity as a final and general release between all parties concerned therein.

certain debts

128. In order to assist in such winding-up, closing and Directors settlements of account as aforesaid, it shall be lawful for may declare the directors to declare any bad or doubtful debts to be irrecoverirrecoverable, and to sell to any person not being a able, and sell director any claims or demands upon the estates of bank- other debts. rupt and other persons, or upon the assets of deceased

Investment

dividends.

persons if any claims or demands are not immediately recoverable.

129. Any unclaimed dividends shall be laid out and and ultimate invested as the directors think fit, and the monies so inapplication of unclaimed vested and the accumulations thereof shall from time to time be paid to the persons so entitled to the same: provided that no such claim shall be admitted after six years from the day of dissolution, and that such monies to which no claim shall have been established within such period, shall then be applied as part of the capital for the benefit of the shareholders amongst whom the remainder of the capital shall be distributed, or shall have been distributed, and that the effluxion of the term of six years shall be an effectual bar against all persons afterwards claiming, whether such persons shall have been under legal disability or incapacity or not.

Services of

Services of notices on shareholders

of the United

XIX. Notices.

130. All notices or other documents requiring to be served by the company upon the shareholders may be served either personally or by leaving the same for or sending them through the post in a letter addressed to each or any shareholder at his registered place of abode in the United Kingdom; and every notice sent through the post shall be deemed to have been served at the time on which in the usual course of post it would have been delivered.

131. As to any shareholders whose registered place of abode shall not be in the United Kingdom, the office resident out shall, as regards the service of notices or other documents, be deemed to be his registered place of abode in the United Kingdom; but any such shareholder may register any place in the United Kingdom, at which he shall desire such service to be made, and the same shall be made accordingly.

Kingdom.

Notices by shareholders to be sent

through the post.

Advertisements.

Shareholders bound by

notices, &c. given to

132. All notices to be given on the part of shareholders shall be left at the registered office of the company, or sent through the post.

133. All notices required to be given by advertisement shall be advertised in a London daily morning newspaper, and also in a newspaper published in whose

publication shall be at least once every week.

134. Every person, who by operation of law, transfer or other means whatsoever shall become entitled to any share, shall be bound by any and every notice or other

holder.

document which, previous to his name and address being previous entered upon the register in respect of the share, is given to the person from whom he derives his title.

notwith

135. When any notice or document is delivered or sent Service of in accordance with these presents at or to the registered notice good place of abode of a shareholder, then, notwithstanding he standing be then deceased, and whether or not the company have death of notice of his decease, such service of the notice or other shareholder. document, shall for all purposes of these presents, be deemed service thereof on his heirs, executors, administrators and every of them.

XX. Arbitration.

136. In all references to arbitration of any action, suit, Arbitration. dispute or difference in or relating to any matter, cause or thing to which the company shall be a party, full effect shall be given to the provisions of the Common Law Procedure Act, 1854, and every or any act from time to time in force and applicable thereto.

XXI. Evidence.

for calls.

137. On the trial or hearing of any action or suit to be Evidence in brought by the company against any shareholder to re- action or suit cover any debt due for any call, it shall be sufficient to prove that the name of the defendant is on the register of shareholders of the company as a holder of the number of shares in respect of which such debt accrued, and that notice of such call was duly given to the defendant in pursuance of these articles, and it shall not be necessary to prove the appointment of the directors who made such call, nor that a quorum of directors was present at the board at which such call was made, nor that the meeting at which such call was made was duly convened or constituted, nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

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