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(3) Where articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request, on payment of one dollar or such less sum as the com- pany may direct.

(4) This section shall apply to-

(a) Special resolutions;

(b) Extraordinary resolutions;

(c) Resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless, as the case may be, they had been passed as special resolutions ur as extraordinary resolutions;

(d) Resolutions or agreements which have been agreed to by all the members of some class of shareholders, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members;

(e) Resolutions requiring a company to be wound up voluntarily, passed under paragraph (a) of subsection (1) of section two hundred and fourteen of this Ordinance.

(5) If a company fails to comply with subsection (1) of this section, the company and every officer of the company who is in default shall be liable to a default fine of twenty dollars.

(6) If a company fails to comply with subsection (2) or subsection (3) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made.

(7) For the purposes of the last two foregoing sub- sections, a liquidator of the company shall be deemed to be an officer of the company.

118. Where after the commencement of this Resolutions Ordinance a resolution is passed at an adjourned meet- passed at ing of-

(a) a company;

adjourned meetings. 19 & 20 Geo.

5, c. 23,

(b) the holders of any class of shares in a com- s. 119.

pany;

(c) the directors of a company;

the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.

119.—(1) Every company shall cause minutes of Minutes of all proceedings of general meetings, and where there proceedings are directors or managers, of all proceedings at meet- of meetings ings of its directors or of its managers, to be entered directors. in books kept for that purpose.

(2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

and

19 & 20 Geo. 5, c. 23, s. 120.

A

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