76
Registration of special resolutions.
25 & 26 Vict.
c. 89 s. 53.
Copies of special resolutions.
lb. s. 54.
No. 1.] THE ORDINANCES OF HONGKONG : [A.D. 1865.
resolution has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled, according to the regulations of the company, to vote as may be present, in person or by proxy, at a subsequent general meeting, of which notice has been duly given, and held at an interval of not less than fourteen days, and not more than one month, from the date of the meeting at which such resolution was first passed.
(2.) At any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same.
(3.) Notice of any meeting shall, for the purposes of this section, be deemed to be duly given, and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company.
(4.) In computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company.
93.—(1.) A copy of any special resolution that is passed by any company under this Ordinance shall be printed and forwarded to the Registrar of Companies and be recorded by him.
(2.) If such copy is not so forwarded within fifteen days from the date of the confirmation of the resolution, the company shall be liable to a penalty not exceeding twenty-five dollars for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded; and every director and manager
of the company who knowingly and wilfully authorizes or permits such default shall be liable to the like penalty.
94.—(1.) Where articles of association have been registered, a copy of every special resolution for the time being in force shall be annexed to or embodied in every copy of the articles of association that may be issued after the passing of such resolution.
(2.) Where no articles of association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same on payment of one dollar or such less sum as the company may direct.
(3.) If any company makes default in complying with the provisions of this section, it shall be liable to a penalty not exceeding twenty-five dollars for each copy in respect of which such default is made; and every director and manager of the company who knowingly and wilfully authorizes or permits such default shall be liable to the like penalty.