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Proceedings at General Meetings.
10. Seven days' notice at the least, specifying the place, the day, and the hour of mueling, and in case of special business the general unture of the business, shall be given to the members in manner reinafter mentioned, or in such other manner, if any, as may prescribed by the company in general meeting, but the non-receipt of such a antice by any member shall not invalidate the proceedings at any general mesting.
1. All business shall be deemed special that is trans- acted at an extraordinary meeting, and all that is trans- acted at an ordinary meeting, with the exception of the consideration of the arcounts, balance sheets, and the ordinary report of the directors and auditors, the election of directors and other officers in the plane of those retiring by rotation, and the fixing of the remuneration of the anditore.
12. No business shall be tran-neted at any meeting except the declaration at a divideri, muless a quorum of members is present at the commenrement of the business. The quem shall be ascertained as follows (that is to say), if the members of the company at the time of the meeting do not exered ten in number, the quorum shall be five: if they exeeni ten dere still be wilted to the above quorum one for every tive additional wendbars up to fifty, and one for every ten additional members after Ofty, with this limitation, that no quorum shall in any caso exceed thirty,
13. If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened on the requisition of the members, shall be dissnivel: in any other ense it shall stand adjourned to the same day in the following week at the same time and place; and if at steht a journel meeting a quorum of members is not present, is shall be adjourned sine die.
14. The chairman (if any) of the directors shall preside as cirirman at every general inceling of the company.
15. there is no such chairmen, or if at any meeting he is not present at the time of holding the same, the members present shall choose some one of their umber to be chair- inan of that menting.
16. The chairman may, with the cousut of the weeting, adjourn the meeting from time to time and Rom place to placc, but no business shall be traustete i at any adjourned meeting other than the business left unfinished at the meet- ing from which the adjournment took place.
17. At any general meeting, unless a poll is demanded by at least three members, & declaration by the chairman that a resolution has been carried and an entry t, that effeet in the book of proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against The resolution.
18. If a poll is demanded in manfer aforesaid, the same shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
Votes of Members,
19. Every member shall have one vote and no more. 20. If any member is a lunatic or idiot he may vote by
his committee curator bunis, or other legal eurutir,
21. No member shall be entitled to vote at any meeting unless all moneys due from him to the company have been raid.
22. On a poil votes may be given either personally or by proxy. A proxy shall be appointed in writing ander the hand of the appointor, or if such appointor is a corpo- ration, under its common seat.
28. No person shall act as a proxy unless he is a mem- ber, or unless he is appointed to act at the meeting as proxy for a corporation,
The instrument appointing him shall be deposited at the registered office of the company not less than forty-eigh hours before the time of bobting the meeting at which he
proposes to vote.
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24. Any instrument appointing a proxy shall be in the following form :---
Company, Limited.
of
being a member of the hereby appoint
Company, Limited,
of
es my proxy,
to vote for me and on my behalf at the [ordinary or extra- ordinary us the case may be] general meeting of tho company to be held on the
at any adjournment thereof
Sigued this
day of
day of
Directors.
and
2. The cunther 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 memorandum of association shall for all the purposes of the Companies Ordinance, 1911, be 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 statutory modification thereof for the time being in force, or by these articles, required to be exercised by the company in general meeting, but no regulation made by the company in general meeting shall invalidate any prior act of the directora which would have been valid if that regulation had not been made,
Election of Directors.
28. The directors shall be elected annually by the com- pany in general meeting.
Business of Company.
[Here insert Rules us to Mode in which Business of Insurance is to be conducted.]
Audit.
29. Anditors shall be appointed and their duties regu- lated in accordance with sections 113 and 114 of the Com- paules Ordinance, 1911, or any statutory modification thercol 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 weeting."
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Notices.
30. A notice may be given by the company to any mem-
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 effected by properly addressing, pre- paying, and posting a letter containing the notice, and uless 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, Addresses, and Descriptions of Subscribers,
1. John Joues of
"2. John Smith of
3. Thomas Green of
4. Jolm Thompson of
6. Caleb White of
6. Andrew Brown of
*7. Cæsar White of
Dated the day of
Wimoss to the above signatures,
A.B., No.
IAL.
merchant,
. (Queen's Road, Victoria, Hongkong.
402