Provision as
dum and
1534
23. (1) In the case of a company limited by to memoran guarantee and not having a share capital, and reg- istered on or after the first day of January, rineteen hundred and twelve, every provision in the memor- andum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void.
articles of companies limited by guarantee.
19 & 20 Geo. 5, c. 23,
8. 21.
Alterations
in memoran- dum or articles increasing liability to contribute to share capital not to bind existing members without
consent.
19 & 20 Geo. 5, c. 23, ⚫. 22.
Copies of
memoran- dum and articles to be given to members.
19 & 20 Geo. 5, c. 23, s. 23.
Issued copies of
memoran-
dum to embody alterations.
19 & 20 Geo. 5, c. 23, 8. 24.
Definition
of member.
(2) For the purpose of the provisions of this Ordin- ance relating to the memorandum of a company limited. by guarantee and of this section, every provision in the memorandum or articles, or in any resolution, of a company limited by guarantee and registered on or after the date aforesaid, purporting to divide the under- taking of the company into shares or interests shall be treated as a provision for a share capital. notwithstand- ing that the nominal amount or number of the shares or interests is not specified thereby.
24. Notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memo- randum or articles after the date on which he became a member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the company:
Provided that this section shall not apply in any case where the member agrees in writing, either before or after the alteration is made, to be bound thereby.
25.-(1) A company shall, on being so required by any member, send to him a copy of the memorandum and of the articles, if any, and a copy of any Ordin- ance which alters the memorandum, subject to pay- ment, in the case of a copy of the memorandum and of the articles, of one dollar or such less sum as the company may prescribe, and, in the case of a copy of an Ordinance, of such sum not exceeding the published price thereof as the company may require.
(2) If a company makes default in complying with this section, the company and every officer of the company who is in default shall be liable for each offence to a fine not exceeding ten dollars.
26.-(1) Where an alteration is made in the memo- randum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration.
(2) If, where any such alteration has been made, the company at any time after the date of the alteration issues any copies of the memorandum which are not in accordance with the alteration, it shall be liable to a fine not exceeding ten dollars for each copy so issued, and every officer of the company who is in default shall be liable to the like penalty.
Membership of Company.
27.-(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become 19 & 20 Geo. niembers of the company, and on its registration shall
be entered as members in its register of members.
5, c. 23, s. 25.
Meaning of "private company."
19 & 20 Geo.
5, c. 23,
(2) Every other person who agrees to become a member of a company, and whose name is entered in its register of members, shall be a member of the company.
Private Companies.
28.-(1) For the purposes of this Ordinance, the expression "private company" means a company which by its articles-
(a) restricts the right to transfer its shares; and
s. 26.