}
102
24. Any instrument appointing a proxy shall be in the following form :--
میں
being a member of the
hereby appoint
Company, Limited.
Company, Limited,
as my proxy,
of
to vote for mo and on my behalf at the [ordinary or extra- ordinary as the case may be] gcueral meeting of the company to be held on the
day of at any adjournment thereof
and
Signed this
day of
Directors.
25. The number of the directors, and the names of the
first directors, shall be determined by the subscribers of the memorandum of association,
26. Until directors are appointed the subscribers of the memoranduin of association shall for all the purposes of the Companies Ordinance, 1911, he deemed to be directors.
Powers of Directors.
27. The business of the company shall be managed by the directors who may exercise all such powers of the company as are not by the Companies Ordinance, 1911, or by any staintory modification thereof for the time being in force, or by these articles, required to he exercised by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior net of the directors which would have been valid if that regulation had not been made.
Election of Directors,
28. The directors shall be elected anunally by the com pany in general meeting.
Business of Company.
[Here insert Rules as to Mode in which Business
Insurance is to be conducted.]
Audi.
29. Anditors shall be appointed and their duties rego- lated in accordance with sections 113 and 114 of the Com- panies Ordinance, 1911, or any statutory modification thereof for the time being in force, and for this purpose the said sectious shall have effect as if the word "members" were substituted for "shareholders," and as if "first general meeting" were substituted for "statutory meeting."
Notices.
30. A notice may be given by the company to any ment- ber either personally, or by sending it by post to him to his registered address,
31. Where a notice is sent by post, service of the notice shall be deemed to be ellected by properly addressing, pre- paying, and posting a letrer containing the notice, and unless the contrary is proved to have been effected at the time at which the letter would be delivered in the ordinary course of post.
Names, Addresens, atul Descriptions of Subscribers.
103
FORM C.
MEMORANDUM and ARTICLES of ASSOCIATION of a com- pany limited by Guarantee, and having a share capital.
Memorandum of Association.
let. The name of the company is "The Highland Hotel Company, Limited."
2nd. The registered office of the company will be situate in Hongkong,
Sul. The objects for which the company is established are the facilitating travelling in the Highlands of the "New Territories, by providing hotels and conveyances by "sea and by land for the accommodation of travellers, and "The doing all such other things as are incidental or con- "ducive to the attainment of the above object.”
4th. The ability of the members is limited.
5th Every member of the company undertakes to con- tribute to the assets of the company in the event of its being wound up while be is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before be ceases to be a member, and the costs, charges, ami expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding two hundred dollars.
6th. The share capital of the company shall consist of five hundred thousand dollars, divided into five thousand shares of one hundred dollars each.
We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and wo respectively agree to take the number of shares in the capital of the company set opposite our respective
names.
Names, Addresses, and Description of Subscribers.
1. Johu Joues of
2. John Smith of
3. Thomas Green of
4. John Thompson of
5. Caleb White of
6. Andrew Brown of
"7. Cæsar White of
Dated the
day of
Number of Shares taken by cach
Subseuber.
200
25
30
40
15
5
10
Total shares taken
325
Winess to the above signatures, -
19
A.B., No. , Queen's Road, Victoria, Hongkong,
"1. John Joues of
2. Johu Smith of
merchant.
3. Thomas Green of
"4. John Thompson of
"6
5. Caleb White of
Audrow Brown of
*7. Cresar White of
Datel the day of
Witness to the above signatures,
A.B., No.
1911.
Queen's Road, Victoria, Hongkong.
Articles of Association to accompany proceding Memorandum of Association,
1. The directors may, with the sanction of the company
in general meeting, reiluce the amount of shares in the company.
2. The directors may, with the sanction of the company
in general meeting, cancel any shares belonging to the
company.
3. All the articles of Table A of the Companies Ordin- unce, 1911, shall be deemed to be incorporated with these articles and to apply to the company.
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