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Closing of Transfer Books.
Board may decline to register transfers.
Title to shares of deceased shareholder.
Shares held by a firm to be deemed to belong to the member thereof for the time being.
Ownership of share held in name of firm.
Person entitled to shares on dissolution of firm.
Registration of persons In any way other than by transfer.
Certain persons not to be considered shareholders before subscribing these articles.
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20. The Transfer Books may be closed during the ten days immediately preceding every Ordinary Meeting.
21. The Board may decline to register any transfer of shares whilst the Shareholder making the same is, either alone or jointly with any other person, indebted to the Company on any account whatsoever, or the Transferee is not approved of by the Board, or for any other reason whatsoever, and the Board shall not be bound to disclose its reason for declining.
22. The executors or administrators of a deceased Shareholder who was the sole registered owner of a share shall be the only persons recognized by the Company as having any title to his share.
23. When a share shall be held by a firm, the Company shall not be bound or affected by the death or retirement therefrom of a Member thereof, but such share shall be deemed to belong to the firm as constituted for the time being.
24. When a share stands in the name of a firm the senior resident partner thereof in the Colony shall (save as is provided by Article No. 59) be deemed to be the owner of such share for all the purposes of the Company, but in case of the death of such partner such share shall not be deemed to belong to his executors or administrators, or, in case of his separate bankruptcy, such share shall not be deemed to belong to his assignee, but in either case such share, for all the purposes of the Company, shall be deemed to belong to his surviving or solvent partner, if but one, and to the senior of his surviving or solvent partners, if there shall be more than one such partner, subject nevertheless, in the event of the dissolution of such firm to the immediately following article.
25. On the dissolution of any firm holding any shares in the Company the person who shall, by virtue of the immediately preceding Article, be deemed to be the owner thereof shall be deemed to be the person appointed by the members of such firm to liquidate and wind up the firm, but so far as regards liability of the holders of the shares in respect of such shares each of the members of such firm, his executors or administrators, shall be liable to the Company.
26. Any person becoming entitled to a share in consequence of the death, bankruptcy, or insolvency of any shareholder, or the marriage of any female Shareholder, or by any lawful means other than by transfer, or deed, in accordance with these Articles, may, upon producing such evidence of title and other matters as the Board shall require, either be registered himself as the holder of the share, or elect to have some person, nominated by him, and approved of by the Board, registered as such holder. Provided always that, if he shall elect to have his nominee registered, he shall testify his election by executing to his nominee a deed of transfer of the share, and until he has done so, and his nominee has been duly registered as a Shareholder, he shall not be freed from any liability in respect of the share.
27. Every person acquiring shares by original subscription, or to whom shares shall be transferred, and who shall not then be a Shareholder, and subject to the provisions of these Articles in respect of any other shares, and every husband of any female Shareholder, and every executor or administrator of any deceased Shareholder, who shall signify to the Board his desire to become a Shareholder in respect of the shares vested in him in such capacity, and who shall not, at the time of the shares becoming vested in him by the means aforesaid, be a shareholder, and subject as last aforesaid in respect of any other shares, shall as to all duties, obligations, claims and demands upon or against him in respect of such shares, be considered a shareholder from the time of the same shares being so transferred to, or so becoming vested in, him as aforesaid, but as to all profits, rights, privileges, benefits and advantages to arise from the same shares no such person shall be considered as a Shareholder in respect of the same until he shall have subscribed these Articles if required so to do.
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28. Every person in whom any shares shall vest by transfer or otherwise, and who shall be a Shareholder for all purposes in respect of any other shares, shall, as to all the shares so vesting in him as aforesaid, be considered as a Shareholder from the date of the transfer to him, or from the time of his proving his title to such shares to the satisfaction of the Board.
29. Upon every transfer of shares the certificate or certificates held by the Transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate or certificates shall be issued to the new holder in respect of the shares transferred to him, and, if any of the shares included in the certificate or certificates so given up shall be retained by the Transferor, a new certificate in respect thereof shall be issued to him, and the production of any such certificate shall at all times be prima facie evidence of the title of the Shareholder to whom the same shall be issued to the shares included therein.
30. Before any assignee of a Bankrupt or an Insolvent debtor shall sell or transfer any shares vested in him in that capacity, or receive any dividend in respect thereof, and before any executor or administrator of a deceased Shareholder, or any husband of a female Shareholder, shall sell, transfer, or assign any shares vested in him in any such capacity, and before any person claiming or becoming entitled to any shares by operation of law or otherwise shall sell or transfer any shares vested in him by any such title, or shall become a Shareholder in respect of such shares, or receive any dividend in respect thereof, he shall prove and establish his title to such shares to the satisfaction of the Board.
Persons already Shareholders acquiring shares to be deemed Shareholders when.
On transfer old certificates to be given up and new ones issued.
Person acquiring shares not to sell transfer or receive dividends until after proof of title.
Board may make regulations as to transfer.
31. Subject as is in the immediately following Article provided, the Board may make such regulations from time to time as to the instruments of transfer, &c., and the evidence of transmission of shares, and the execution and custody of such instruments, and generally as to the transfer of shares as shall appear to them expedient.
32. Shares shall be transferred in the form contained in Schedule A hereto. The instrument of transfer of any share shall be executed both by the Transferor and Transferee, and the Transferor shall be deemed to remain a holder of such share until the name of the Transferee shall be entered in the Register of Transfers in respect thereof. Any Shareholder absent from the Colony may appoint an Attorney (who need not necessarily be a Shareholder) under a power to execute transfers, receive dividends, vote at meetings, and otherwise represent him in relation to his shares, and any such power of attorney may be in the form of the power of attorney given in Schedule B hereto. Provided that where a share or shares is or are held by a firm, the senior resident partner thereof in the Colony for the time being may execute such instrument of transfer for himself and his co-partners or firm, and all powers of attorney for any purpose whatsoever in relation to the Company, or the shares therein, may in the like case be executed by one partner for himself and his co-partners or his firm, whether he shall have been formally authorized so to do or not.
CALLS.
33. The first call on the shares shall be fifty dollars per share, and shall be payable on allotment, and the balance of fifty dollars per share shall be payable in such amounts and at such times as the Board shall think fit and determine.
Form of transfer.
Calls when payable.
Interest on unpaid call.
34. If any call be not paid within seven days after the day on which the same became payable, the holder for the time being of, or the party entitled to, such share shall be liable to pay interest for the same at the rate of twelve per centum per annum from the day on which the same became payable to the time of the actual payment.