38
"nistrators of a deceased sole survivor shall b "the only persons recognized by the Company as "having any title to or interest in such shares.”
(g) The following articles shall be inserted after Article 39, namely
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"BORROWING POWERS.
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“39. The Board may from time to tie at their discretion raise, or borrow, or secture the payment
1 "of any sum or sums of money for the pair proses of the Company, but so that the amount at any one time owing in respect of non-ys so raised. į borrowed or secured shall ud, without the "sanction of & General Meeting, excel the "amount of the paid-up capital for the time i being of the Company Nevertheless, naj "lender or other person dealing with the Couns
pany shall be concerned to te "whether this limit is observed,
"398. The Board may raise or seeme the payment or repayment of sneli meqjes é in such manner and upon such terns and e nditions in "all respects as they they think it, and in
particular by the issue of dehentures "debenture stock of the Company charged upon "all or any part of the 1 roperty of the i company
44
"
pr
(both present and future), including its nucalled capital for the time being, or not só charged.
-"39c. Debentures, debenture stock of other "securities of the Company may be made assignable, free from any equities between the Company and the person to whom the same may be issued.
"
*390. The Directous shall cause
‘register to li- kept in accordance with Section "43 of the companies Act. 1962, of all men
montages
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and charges specifically affecting the property "of the Company, and shall duly comply with "the requirements of Section 14 of the Companies ? ***Act. liko, in regard to the registration of "mortgages and charges therein specified and "otherwise."
THE HONGKONG WEEKLY PRESS AND
"other snu shall be due and payable to the Company in respect of any of the shares of such Member.'
1
G) Tu Article 71 the words "or make an **Assignment for the benefit of or an arrangement with the greaten part in numbør and value of his creditors “shpall beomitted and the following words shall be substituted therefor, namely **or compound with his crediturs, or accept or huld any other office on place of profit under the company extept that of Managing Diretor : or Maunger or Trustee of a doedd for seuring debentures or debenture stock of the Company, or be requested in writing by all his co-Directors fto resign or becabsent from the meetings of the Directors during a perpud of three calendar months without special leave of absence from
cy). The following article shall be in erted after · Article 79, namely
79x. The meetings and proceedings of any such Committee, consisting of two or more Members shall be governed by the provisions herein contained for regulating the meetings Far as the **and proceedings of the Directors
some are applicable thereto and are not super- seded by any regulations made by: The Directors under the last preceding clause,
(January 21, 1906.
(g) The following article shall be substit u ted for article 96, namely : —
96. All moneys appropriated to the reserve fund shall be carried to a separate account, under that beading, in the books of the Company; **and the objects of such fund are hereby de
clared to be to meet and provide against any ** unforeseen contingencies, losses or extraordinary 2demands upon the Company, or for special divi- dends, or for repairing, improving or maintain- inge any of the property of the Company and for *such ather purposes as the Board shall in their absolute discretion think conducive to the interests of the Company. The Board may divide the reserve fund into such special funds as they thank fit, with full power to employ the assets Constituting the reserve fund in the business of that mpany, but they shall not be bound to "keep the sans separate from the other assets,"
4:) The following articles shall be inserted after Article 101, nuuely :--
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• 100%. The Board unay retain any dividend upon ** which the Company has a lion and may apply the same in or towards satisfaction of the debts, Halulities or engagements in respect of which the lion exists,
I
→ Joon. Any General Meeting declaring a divid- cond or bonus may direct payment of such divid- *te] In Article 84 the following words shall be And or homits wholly or in part by the distribu- insertand after fie
* statement of *tion of specific assets, and in particular of paid- are annis
together with ats report p** up shaves, dolentures or debenture stock of the of the Board as to the stafe and Con- "Anupiny, or paid-up shares, debentures or Miti
t th Company, and 1.. tlus · debenture stock of any other empany, or in amant which they 190 mmend the les paid auf of the profits by way od dividend and bonus to the Members, and the amount (if any) which they poqrose carry to the reserve fund ace ading 'to the provisions in that behalf hereinafter "containe
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(8) Tim following article drill be substituted for Article 83, muměly
53. Anditors shall be appointed and their !" duties regulated in accordance with the Com- "panies Act, 1900, Sections 21, 22 an 1 23, or any statutory modification thereof for the time being **in fore".
(4) In Article 45 the words "five or more shall be omitted, the word “issued "shall be substituted for the word “subscribed," the word upon which all calls or other sums then due ave been paid" shall he inserted after flu- word.
Company
where that word first occurs, and the words "and the provisions of Section 18 of the Companies Act, 1900, shall apply shall lej added at th· end of the game article.. (i) Article 46 shall be cancelled.
•
(j) In Article 51 the words “and not more than one calendar month's" shall be atuitted.
(k) The following articles shall les inserted after Article 51, namely:
44
* 5:A. Where it is proposed to pass a special "resolution, the two meetings may be conybued by one and the same notice, and it shall be no objection to such notice that it only convenes "the second meeting contingently on the resolution being passed by the requisite majority at the "first meeting.
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"518. The accidental omission to give notice "of a meeting to any of the Members shall not "invalidate any resolution passed at any such
meeting."
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(4) The Following article shall be substituted for Article »k, namely
"Sk. The management of alu insiness of the “Company shall be vested in the Board who in “addition to the powers and authorities by these "articles or otherwise expressly conferred upou "them may exercise all such juwers and do all
such acts and thingsas may be exercised or done. [“ by the Company and are not hereby or by statute expressly dingtod or required to be exorcised or done by the Company in General Meeting, lat sulipet nevertheness to the pros visions of the statutes and of these articles and ~ to any regulations from time to time made by Elư ** Company in General Meeting: provided that un regulation so made shall invalidate any price “art of the Board which would have been validif
such regulation had not been made”
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lu Article 5 the words "at least one Direcfter“ shall be substituted for the words
{"twa Dinetors" in the plas in which such last- (1) In Article 55 the words "is carried ** -hal be omitted and the following words shall 1 | mentioned words first genr, the word “the substituted therefor, namely :-“ has been carrie-1, immnedrately or carried by a particular majority, or lost, or not carried by a particular majority.
(m) The following articles shall be inserted after Article 55, namely:
"55A. The Chairman of a General Meeting may with the consent of and shall if so directed by the meeting, adjourn the same from time to "time and from place to plače, hat no business "shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
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5 B. Any poll duly demanded on the election "of a Chairman of a meeting or on any question "of adjournment shall be taken at the meeting "and without adjournment.
5óc. The demand of a poll shall not prevent the continuance of a meeting for the tran-action "of any business other than the question on which
a poll has been demanded.
64
(n) Ia Article 60 the concluding words “que person only shall be entitled to vote in respect thereof" shall be omitted, and the following words shall be substituted therefor, namely :-" the Member whose name stands first on the register. and no other, shall be entitled to vote respect thereof.
111
(o) The following article shall be substituted for Article 62, namely :-
54
44
*
62. No Member shall be entitled in respect of any share held by him alone or jointly to be 'present, or to vote on any question either personally or by proxy, or as proxy for another Member, at any general Meeting or upon a poll, or be reckoned in a quorum,
whilst any call or
procoding the words
ྃ、,, Directors where such last-mentioned words secondly deeur shall be deleted, and the words
one of whom shall be
a Director in whose "presence the seal is fixed "shall be inserted after the words “two Diretors " where suelt last-mentioned words secondly occur.
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(r) The following words shall be added at tho | end of Article 8$, namely:
The Board hre also authorised to pay out of the funds of the Company all expenses of or " connected with the issue of debentures, debenture! "stock or other securitie ‹ issued for the purposes.
**
of the Company, and if the Company shall "at any time offer any of its shares to the "public for subscription, to exercise the powera conferred upon the Company by Section 8 of the Companies Act, 1990), but so that the conuris- sion shall not exceed 15 per cent on the sharesį in each case offered
1.
(In Article Vl there shall be substituted for the words "all acts of a Board the following words, natuely : --
•
All acts done by any meeting of the Board or hy a Committee of the Board, or by any perzun acting as a Directo .
(*) The following article shall be substituted for Article 92, Hamely.
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"
"
y ente cu tee of such ways, and the Board Pshall give effect to any such resolution; and, where any difficulty arises in regard to the distribution, they may settle the same as they tunk expe hent, and in particular, may issue fractional egtificates, and may fix the value for “distribution of such specific assets, or any part
• thereof, and my determine that cash payments shall be made to any members upon the footing
Sit the valur fixed in order to adjuat "the rights of all parties, and may vest any such specific assets in Trustees upon such trusts for the persons entitled to the dividend as may s'em exp-dient to the Hood, Wine requisite, a pro- per contract shall be filed in accordance with Section 7 of the Companies Act, 1900, and the Beard max appoint any person to sign such con- “trust on lo-half of the per-ous entitled to the “dividend and such appo.atment shall be effective. -100%. A transfer of shars shall not pass the right to any dividend des ared thereon before the registration of the transfer.
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92. The Board shail until otherwise prescribed; ** by a. General Meeting be paid out of the funds of the Company by way of remuneration or salary for their services at the rate of £1,500per annum, and such remuneration or salary -hall be deemed "to accrue from day to day And shall be divided "among them in such proportions and manner as 1
the Board may from time to time determine."
+
EA
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100p. Any one of several persons who are regis- “irred as jint holders of any share may give *** foetudineipts for all dividends and payments Con account of lividends in respect of such share.
tong. Unless otherwise directed, any dividend may be paid by cheque or warrant sent through The post to the registered address of the Member entitio, or, in the ease of joint holders, to the "registered address of that ene whose name stands first on the register in respect of the joint hold- ing and every cheque or warrant so sent shall be made payalde to the order of the person to whom it is sent.
ACCOUNTS.
• Зак тр
The looks of account shall be kept at "the registered office of the Company or at such “other place or places as the Board think fit.
་་
100k, The Board sball from time to time determine whether and to what extent and at what times and places and under what con- “ditions or regulations the accounts and books of the Company or any of them shall be open for inspection by the Members; and no Member shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorized by the Board “or by a resolution of the Company in Genera! "Mer ing."
(a) In Article 102, the words "at the time when the letter containing the same would have been delivered in the ordinary course of the post "stall be omitted, and the following words shall be substituted therefor, namely
on the day following that on which the envelope or wrapper containing the same is posted.
(b) The following article shall be inserted after Article 102, namely
14
* 102. (1) If the Company shall be wound up, whether voluntarily or otherwise the liquidators may, with the sauction of an extraordinary "resolution, divide among the contributories, in "specie or in kind, any part of the assets of the Company, and way, with the like sanction, vest any part of the assets of the Company in "trustees upon such trusts for the benefit of the 'contribuĵories or any them, as the liquidators "with the like sanction, shall think fit.
* (2) If thought expedient any suca division may be otherwise than in accordance with the
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