Page images
PDF
EPUB

404.

on the application of one-fifth in number of the shareholders, appoint an auditor for the current year, and fix his remuneration.

(82.) He shall be supplied with a copy of the balance sheet, and it shall be his duty to examine and

vouch same.

(83.) He shall have a list of all books kept by the com-
pany, and shall have access to the books and
accounts; he may, at the expense of the com-
pany, employ accountants or other persons to
assist him in investigating such accounts, and
he may, in relation thereto, examine the
directors or any other officer of the company.
(84.) The auditors shall make a report to the share-
holders upon the balance sheet and accounts,
and they shall state whether such balance sheet
is a full and fair one, 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 the
same have been given and whether satisfactory :
and such report shall be read, together with
that of the directors, at the ordinary meeting.

NOTICES.

(85.) Notices requiring to be served upon the share-
holders, may be served either personally, or by
leaving the same, or by sending them through
the post in a letter addressed to the share-
holders at their registered place of abode.
(86.) All notices directed to be given to the shareholders,
shall, with respect to any share to which
persons are jointly entitled, be given to which-
ever is named first in the register, and such
notice shall be sufficient to all the proprietors
of such shares.

(87.) All notices required by this Act to be given by
advertisement, shall be advertised in a news-
paper circulating in a district in which the
registered office of the company is situate.

405.

PART VII.

FORMS FROM THE SCHEDULES TO THE

"ACT."

As to a company having the option of adopting, rejecting, altering or modifying the following form of Articles of Association, see Cl. 13.

Also as to power to alter the Articles of Association after the registration of the company, see Cl. 113.

Also as to existing companies having power to adopt this form of articles, by special resolution, see Cl. 386.

FIRST SCHEDULE.

Table A.-Regulations for Management of a Company limited by Shares.

SHARES.

406. (1.) If several persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividend payable in respect of such share.

(2.) Every member shall, on payment of one shilling, or such less sum as the company in general meeting may prescribe, be entitled to a certificate, under the common seal of the company, specifying the share or shares held by him, and the amount paid up thereon.

(3.) If such certificate is worn out or lost, it may be renewed, on payment of one shilling, or such less sum as the company in general meeting may prescribe.

CALLS ON SHARES.

407. (4.) The directors may from time to time make such calls upon the members in respect of all monies unpaid on their shares as they think fit, provided that twenty-one days' notice at least is given of each call, and each member shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the directors.

(5.) A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed.

(6.) If the call payable in respect of any share is not paid before or on the day appointed for payment thereof, the holder for the time being of such share shall be liable to pay interest for the same at the rate of five pounds per cent. per annum from the day appointed for the payment thereof to the time of the actual payment.

(7.) The directors may, if they think fit, receive from any member willing to advance the same all or any part of the monies due upon the shares held by him beyond the sums actually called for; and upon the monies so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the company may pay interest at such rate as the member paying such sum in advance and the directors agree upon.

TRANSFERS OF SHARES.

408. (8.) The instrument of transfer of any share in the company shall be executed both by the transferror and transferree, and the transferror shall be deemed to remain a holder of such share until the name of the transferree is entered in the register book in respect thereof.

(9.) Shares in the company shall be transferred in the following form. See Cl. 61.

(10.) The company may decline to register any transfer of shares made by a member who is indebted to them.

(11.) The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year.

TRANSMISSION OF SHARES.

409. (12.) The executors or administrators of a deceased member shall be the only persons recognised by the company as having any title to his share.

(13.) Any person becoming entitled to a share in consequence
of the death, bankruptcy, or insolvency of any member, or
in consequence of the marriage of any female member,
may be registered as a member upon such evidence being
produced as may from time to time be required by the
company.
(14.) Any person who has become entitled to a share in conse-
quence of the death, bankruptcy, or insolvency of any
member, or in consequence of the marriage of any female
member, may, instead of being registered himself, elect to
have some person to be named by him registered as a
transferree of such share.

(15.) The person so becoming entitled shall testify such
election by executing to his nominee an instrument of
transfer of such share.

(16.) The instrument of transfer shall be presented to the company, accompanied with such evidence as the directors may require to prove the title of the transferror, and thereupon the company shall register the transferree as a member.

FORFEITURE OF SHARES.

410. (17.) If any member fails to pay any call on the day appointed for payment thereof, the directors may, at any time thereafter, during such time as the call remains unpaid, serve a notice on him, requiring him to pay such call, together with interest and any expenses that may have accrued by reason of such nonpayment.

(18.) The notice shall name a further day, on or before which such call, and all interest and expenses that have accrued by reason of such nonpayment, are to be paid. It shall also name the place where payment is to be made (the place so named being either the registered office of the company or some other place at which calls of the company are usually made payable). The notice shall also state that in the event of nonpayment at or before the time

and at the place appointed the shares in respect of which such call was made will be liable to be forfeited.

(19.) If the requisitions of any such notice as aforesaid are not
complied with, any share in respect of which such notice
has been given may at any time thereafter, before payment
of all calls, interest, and expenses due in respect thereof
has been made, be forfeited, by a resolution of the direc-
tors to that effect.

(20.) Any share so forfeited shall be deemed to be the property
of the company, and may be disposed of in such manner
as the
company in general meeting thinks fit.
(21.) Any member whose shares have been forfeited shall not-
withstanding be liable to pay to the company all calls
owing upon such shares at the time of the forfeiture.
(22.) A statutory declaration in writing, that the call in respect
of a share was made and notice thereof given, and that
default in payment of the call was made, and that the
forfeiture of the share was made by a resolution of the
directors to that effect, shall be sufficient evidence of the
facts therein stated, as against all persons entitled to such
share, and such declaration, and the receipt of the company
for the price of such share shall constitute a good title to
such share, and a certificate of proprietorship shall be de-
livered to a purchaser, and thereupon he shall be deemed
the holder of such share discharged from all calls due
prior to such purchase, and he shall not be bound to see
to the application of the purchase money, nor shall his
title to such share be affected by any irregularity in the
proceedings in reference to such sale.

CONVERSION OF SHARES INTO STOCK.

411. (23.) The directors may, with the sanction of the company previously given in general meeting, convert any paid up shares into stock.

(24.) When any shares have been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein, or any part of such interests, in the same manner and subject to the same regulations as and subject to which any shares in the capital of the company may be transferred, or as near thereto as circumstances admit.

(25.) The several holders of stock shall be entitled to participate

« ՆախորդըՇարունակել »