ARTICLE 98,--An Extraordinary Meeting may discuss and transact all business, of which notice is duly given, which might be transacted or discussed at any Ordinary Meeting.
Article 94.—All dividends or bonuses shall be declared by a General Meeting, but the power hereby given shall be subject to the power hereinafter given to the Court, to set aside such sums as they may think fit as a Reserve Fund; Provided always that Dividends shall in no case be declared or paid out of the subscribed and paid-up Capital of the Company, but only out of profits.
Article 95.—Any General Meeting may, with the approval of the Governor of the Colony, and in accordance with the said Ordinance, (but not otherwise) authorize, make, and establish all proper and necessary, or expedient Bye-laws, Rules, or Regulations for the government of the Company, or for observance by the Shareholders or Officers, which the Court are not by this Deed empowered to make or establish.
Article 96.—An Extraordinary Meeting may authorize or sanction the increase (in accordance with the said Ordinance) of the Capital, and may accept, or authorize the Court on behalf of the Company to apply for and accept, any renewed or supplemental Ordinance, or any Letters Patent or Grant of Her Majesty, or any extension of the time for which the then existing Ordinance is passed, or to apply for any Act of Parliament, such Ordinance, Letters Patent, Grant, or Act extending, altering, or otherwise affecting the constitution of the Company, or of the Shareholders, or may, with the consent of the Governor of the Colony and in accordance with the said Ordinance, but not otherwise, annul or alter all or any of the provisions of these presents, and adopt or authorize the Court to adopt any other provisions in lieu thereof, to be subject, from time to time, to be annulled or altered in like manner, or authorize and adopt any Supplemental Deed of Settlement, containing provisions not inconsistent with the said Ordinance, and may also without such consent, authorize, make, and establish all such necessary and proper or expedient Rules or Regulations for the government of the Company, or for their observance by the Shareholders or Officers, as are not contrary to the provisions of the said Ordinance, or of these presents, or inconsistent with the constitution of the Company, and as may lawfully be made and established without such consent, and may annul, alter, or modify the same, and may remove any Director of the Company, provided that as regards annulling or altering all or any of the provisions of these presents, and as regards adopting or authorizing the Court to adopt any other provisions in lieu thereof, and as regards authorizing or adopting any Supplemental Deed of Settlement, a Resolution of an Extraordinary Meeting shall be of no effect, unless the Resolution shall be confirmed by the like number and proportion of votes at a Second Extraordinary Meeting.
ARTICLE 97,--Where Two or more Persons are the joint-holders of a Share, the Person who is to be recognized by the Company as the holder of the Share shall alone be entitled to be present at General Meetings, and to vote in Person or by proxy upon any question, and to appoint a proxy or to act as a proxy, and his vote on any question, whether given on a show of hands or on a ballot, and either personally or by proxy, shall alone be allowed as the vote in respect of the Share, and shall bind every other joint-holder thereof.
ARTICLE 98.--No Shareholder shall be entitled to be present at any General Meeting, or to take any part in any discussion thereat, or to vote either personally or by or as proxy while any Call made on any of his Shares, or interest thereon, or any costs or expenses in respect thereof, shall be wholly or in part unpaid, or to vote either personally or by proxy, except in respect of Shares, of which he is the registered holder, or of which he has been for at least Two Months the registered holder.
General Meetings' Minute Book.
Article 99.--A Book to be entitled “The General Meetings' Minute Book” shall be provided and kept under the superintendence of the Court, for the purposes of the General Meetings, and a true and faithful record of the proceedings at every General Meeting shall be entered therein, and shall be signed by the Chairman of the Meeting immediately after the close thereof or in default thereof, shall at the next General Meeting be read as the first business thereat, after the choice of a Chairman, and being then found or made correct, shall be signed by the then Chairman thereof.
Article 100.--The proceedings of any General Meeting so recorded and signed, shall not be impeached by reason of such Meeting, or the business recorded or transacted thereat not having been notified or having been in any respect insufficiently or improperly notified to the Shareholders, or by reason that any Person present at such Meeting, or voting upon any question was not entitled to be present thereat, or to vote thereon, or on any ground of objection to the constitution or mode of convening such Meeting, or as to the irregularity or impropriety of any proceedings appearing upon such record.
Article 101.—Every entry by the "General Meetings' Minute Book," purporting to be the record of the proceedings of any General Meeting and to be so signed, shall be acknowledged and received by and between the Shareholders and their representatives as evidence that the proceedings so recorded did virtually take place at the Meeting at which by such record they are stated to have taken place, and that the Person or number of Persons therein stated to have attended the Meeting, did in fact attend and were qualified, and entitled to attend and vote as Shareholders thereat, and that the Persons therein stated to have voted or whose Votes are therein recorded as given upon any question were entitled to vote, and did actually vote thereon and in the manner therein appearing. And that the Person whose Name appears on such record as being the Chairman of the Meeting, or the Chairman of the Meeting at which the record was signed, was qualified to preside, and did duly preside as Chairman thereat, and duly subscribed the record, and visa that such record was duly entered in that Book.
Article 102.—Every General Meeting which by any such means so entered, and purporting to be ...
ARTICLE 103.--Every order or regulation which appears recorded as part of such proceedings, and notwithstanding it be impeachable on any ground whatever, shall, so long as such order or resolution subsists unrescinded, be treated, recognized and acted on as valid and binding on all the Shareholders and their representatives and a sufficient authority for all acts and proceedings in conformity therewith.
Mode of Voting.
ARTICLE 104. When at any General Meetings a difference arises upon any question submitted to the Meeting, it may be determined in the first instance by show of hands, but if One-fifth in number of the Persons entitled to vote personally present immediately on the declaration by the Chairman of the Meeting of the result of the show of hands, shall by writing under their hands delivered to the Chairman of the Meeting or the Manager, demand a ballot on the question, a ballot shall be taken either at that Meeting or at such place and time and under such regulations as the notice thereof, and as to the appointment of Scrutineers thereof, and otherwise as to the conduct thereof, as the Chairman of the Meeting shall prescribe, and in the latter case no Shareholder shall be precluded from voting on the ground that he was not present personally or by proxy at the Meeting.
Votes.
ARTICLE 105.--On any show of hands, every Shareholder personally present, holding Five Shares or more and not disqualified to vote, may give One vote; but no Person shall give more than One vote.
ARTICLE 106.--Upon any ballot the Shareholders shall have votes according to the following scale (to wit): Every Shareholder holding Five Shares shall be entitled to One vote, and One vote more for every Twenty Shares over and above the first Five Shares.
ARTICLE 107.--No Shareholder shall be entitled to vote unless he shall have been the registered holder of the Shares for One Month prior to the Meeting.
ARTICLE 108.--The lawful claimant of Shares may vote in respect of such Shares in the same way in every respect as if he had been the registered holder of the Shares for One Month prior to the Meeting; but before the claimant shall be admitted to vote in respect of such Shares, such evidence of his being the lawful claimant of the Shares as the Court shall find satisfactory and approve shall be left at the Office at least Twenty-four Hours before the Meeting at which the vote is to be given.
ARTICLE 109.--Except where otherwise provided for in these presents and except the alteration of these presents and the dismissal of a Director from Office, any question submitted to any General Meeting shall be decided by a simple majority of the votes of the Shareholders (including the casting vote, if any) given thereon, whether by show of hands or by ballot, and the determination of the Shareholders expressed by such majority shall be binding on the company and all the individual Shareholders therein, whether voting or not, and whether present or not, and their respective representatives.
ARTICLE 110. In every case of an equality of votes on any show of hands or ballot the Chairman of the Meeting at which the equality is ascertained shall have a casting vote in addition to his vote or votes as an ordinary Shareholder.
Proxies.
Article 111.--A book to be called the "Register of Proxies" shall be provided and kept under the superintendence of the Court, and an entry shall be made therein of every appointment of a proxy produced at the Office, but such entry shall not be a condition precedent to the acting by the Shareholder appointed as a proxy.
ARTICLE 112.--Every Shareholder may vote by proxy at any ballot, the proxy being a Shareholder, and every Shareholder may be proxy for any number of Shareholders, and any Shareholder may appoint such proxy to vote for him on any particular occasion or question to be specified in the proxy.
ARTICLE 113.--No proxy shall be treated as duly appointed or entitled to vote as such whose appointment is not in writing under the hand of the Shareholder appointing the proxy, nor unless his appointment as a proxy be deposited or received at least Twenty-four hours before being acted on at the Office, to be there kept under the control of the Court.
ARTICLE 114. The appointment of a proxy may be according to the form in the Third Schedule hereto.
Directors.
ARTICLE 115.--The number of Directors, their qualification and remuneration may, from time to time, be determined by the General Meetings, but no change shall be made in the number of Directors, except at a Meeting which shall have been convened, with notice of that particular object.
ARTICLE 116. Until the number, qualification, and remuneration, respectively, of the Directors be otherwise so determined, their number shall be not less than Seven, and not more than Twelve, and the qualification of a Director shall be his holding in his own right at least Fifty Shares, and $20,000 a Year shall be appropriated out of the Funds of the Company for remuneration of the Directors to be divided among them as they agree among themselves.
ARTICLE 117.--Woldemar Nissen, George Farley Heard, George John Holland, Henry Beverley Leon, Julius Menke, Arthur Sassoon, Caleb Tongue Smith, and Thomas Sutherland, Esquires, shall be the first and present Directors.
ARTICLE 118.--No Shareholder shall be qualified for the Office of Director unless at the time of his election he be the registered holder of at least Fifty Shares.
ARTICLE 119.--A Director ceasing to be holder in his own right of Fifty Shares, or adjudged bankrupt, or suffering his estate to become vested in any Person or Persons in trust for, or for the benefit of, his Creditors, or compounding with his Creditors, or suspending payment, or found lunatic, idiot, or non compos mentis, or absenting himself from the Court during the whole of Six consecutive Months, without special leave of absence from the Court, shall immediately thereupon cease to be a Director.
the son of the Company, which shall be sufficient proof that the
Shareholders present, appointed by the Strireholders present; but the Directors or Shareholder shall vacate the Chair in favor of the Person having prior right to take the Chair whenever present. And the Person in the Chair, if a Director, shall, for the purposes of this Article, be considered a Director in Office till the end of the Meeting, notwithstanding it be his turn to go out of Office.
ARTICLE 98,--Au Extraordinary Mouting may discuss and transact all basiness, of which notice
is duly given, which wight be transacted or discussed at suy Ordinary Meeting.
Arriers 94.—All dividends or bonuses shall be decarod by a General Meeting, but the power hereby given shall be subject to the power hereinafter given to the Court, to set aside auch sums as they may think fit as a Reserve Fund; Provided always that Dividends shall in no cast be declared or paid out of the subscribed and paid up Capital of the Company, but only out of profits.
Anticlo 95.—Any General Meeting way, whb the approval of the Governor of the Colony, and in accordance with the said Ondiaanes, (but not otherwise) authorize, unske, uod establish all proper and necessary, or expedient Bye-laws, Rules, or Regulations for the government of the Company, or for observanco by the Shareholders or Officers, which the Court are ust by this Deed stupowered to make or establish.
AUTIOLE 96.- An Extmordinary Meeting may authorize or sunction the increase (in accordance with the said Ordinance) of the Capital, and way accopt, or authorize the Court on behalf of the Company to apply for and accept, any renewed or supplemental Ordinance, or any Letters Patent or Grant of Her Majesty, or any extension of the time for which the then existing Ordinance is passed, or to apply for any Act of Parliament, snelt Ordinones, Letters Putent, Grant, or det extending, altering, or otherwise affecting the constitution of the Company, or of the Shareholders, or may, with the consent of the Governor of the Colony and in accordance with the said Ordinance, but not otherwise, smul or alter all or any of the provisions of these presents, and adopt or authorize the Court to adopt any other provisions in beu thereof, to be subject, from time to time, to be ambled or altered in like manner, or authorize and adopt my Supplemental Deed of Settlement, containing provisions not inconsistent with the said Ordinance, and may also without such consent, antiorize, make, and cetullish all such necessary and proper se expedient Rules or Reguintions for the government of the Company, or for their observance by the Shareholders or Officers, as are not contrary to the provisions of the stâd Ordinance, or of these prescots, or inconsistent with the constitution of the Company, and as may hawfully be made and established without such consent, and may anul, aiter, or modify the same, and may remove any Director of the Company, provided that as regards annulling or altering all or any of the provisions of these presents, and as regards adopting or autho- rizing the Court to adopt any other provisions in lien thereof, and as regards authorizing or adopting any Supplemental Deed of Settlement, a Resolution of an Extraordinary Meeting shail he of no effect, unless the Resolution shall be confirmed by the like number and proportion of votes at a Second Extraordinary Meeting.
ARTICLE 97,--Where Two or more Persons are the joint-holders of a Share, the Person who is to be recognized by the Company as the holder of the Share shall alone be entitled in be present at General Meetings, and to vote in Person or by proxy upon any question, and to appoint a proxy or to act as a proxy, and his vote on any question, whether given on a show of hands or on a ballot, and either personally or by presy, shall alone be allowed as the vote in respect of the Shore, and shall bind every other joint-holder thereof.
ARTICLE 98.--No Shareholder shall be entitled to be present at any General Meeting, or to rake any part in any discussion thereat, or to voto either personally or by or as proxy while my Call mede on any of bie Shores, or interest. thereon, or any costs or expenses in respect theres, shall be wholly or in part unpaid, or to vote ether personally or by prosy, except in respect of Shures, of which he is the registered holder, or of which he has been for at least Two Months the registered holder,
General Meetings' Minute Book,
Auricot 99.-- A Book to be entitled “The General Meetings' Minute Rook" shall be provided and kept under the superintendence of the Court, for the purposes of the General Meetings, and a true and faithful record of the proceedings at overy General Meeting shall be entered therein, and shudi be signed by the Chwinau of the Mreting kuumediately alter the close thereof or in default thereof, elmlk, ad the next Generd Meeting be read as the first business thereat, after the choice of a Chairman, zai being then found or made correct, shall be signed by the then Chairman therent.
Arocle 100.--The proceedings of any General Mecting so recorded and signed, shall not be impeached by reason of such Meeting, or the business recorded or trasacred therent not having been notifier or having been in any respectinsufficiently or improperly notified to the Shareballers, or by reason thxt any Person present at such Mecting, or voting upon any question was not entitled to be present thereat, or to vote thereon, or on any ground of objection to the constication or mode of conveying such Meeting, or as to the irregularity or impropriety of any proceedings appearing upon such record. Aericia 101.—Every carry by the "General Meetings' Minute Book," purporting to be the record of the proceedings of any Getural Meating and to be co signed, shall be acknowledged and received by and between the Shareholders and their representatives as evidence that the proceedings so recorded did virtually take place at the Meeting at which by such reed they are stated to have taken place, and that the Person or number of l'ersons therein stated to have attended the Meeting, did in fact attenul and were qualified, and entitled to attend and not as Shareholders thereat, and that the Persons therein stated to have voted or whose Vits are therein recorded as given upon any question were entitled to vote, and did actually vote theres and in the manner therein appearing. And that the Person whose Name appears on such record as being the Chairman of the Mecting, or the Chairman of the Meeting at which the woord was signed, was qualified to preside, ant did duly preside as Chairman therent, and duly subscribed the record, nel visa that stel record was daly entered in that Book.
Article 102.—Every General Meeting which by any such meant so enteral, and purporting to be
ARTICLE 103.--Every order or rezulation which appeus recorded as part of such proceedings, and notwithstanding it be impeachable on any ground whatever, shall, so long as such order or resolution subaists unescinded, be treated, recognized and acted on as valid and binding on all the Shareholders and their representatives and a sufficient authority for all nets and proceedings in conformity therewith.
Mode of Voting.
ARTICLE 104. When at any General Meetings a difference arides upon any question submitted to the Meeting, it may be determined in the first instance by show of hands, low if One-fifth in number of the Persons entitled to vote personally present immediately on the declaration by the Chairman of the Meeting of the result of the show of hands, shall by writing under their hands delivered to the Chairman of the Meeting or the Manager, demand a ballot on the question, a ballon shall be taken either at that Meeting or at such place and time and under such regulations as the notion thereof, and as to the appointraent of Scrutineers thereof, and otherwise as to the conduct thereof, as the Chairman of the Meating shall prescribe, and in the latter case no Shareholder shall be precluded from voting on the ground that he was not present personally or by proxy at the Meeting,
Votes.
ANTICLE 105.--On any show of hands, every Shareholder personally present, holding Five Shares or more and not disqualified to vote, may give One vote; burao Person shall give more than Our vote. ARTICLE 106.-Upon any ballot the Shareholders shall have votes according to the following scale (to wit): Every Shareholder holding Five Shares shall be entitled to One vote, and Ose vote mwre for every Twenty Shares over and above the first Five Shares.
ARTICLE 107-No Shareholder shall be entitled to vote unless he shall have been the registered holder of the Shares for One Month prior to the Meeting.
ARTICLE 108The lawful claimant of Shares may vote in respect of such Shores in the same way in every respect as if he hund been the registered holder of the Shares for One Month prior to the Meeting; but before the claimant shall be admitted to vote in respect of such Shares, such evidence of his being the lawinl chimant of the Shares as the Court shall find entisictory and approve shall be left at the Office at least Twenty-four Flours before the Meeting at which the vote is to be given.
ARTICLE 109.-Except where otherwise provided for in these presents and except the alteration of these presents and the dismissal of a Director from Offee, any question submitted to any General Meeting shall be decided by a simple majority of the vetee of the Shareholders (including the casting vote, if any) given theroun, whether by show of hunds or by ballot, and the determination of the Share- Lolders expressed by such majority shall be binding on the company and all the individual Shareholders thereiu, whather voting or not, and whether present or not, and their respective representatives.
ARTICLE 110. In every case of an equality of votes on any show or hands or ballot the Chairman of the Meeting at which the equality is ascertained shall have a casting vote in addition to his vote or votes as an ordinary Shareholder,
Proxies.
Aprica 111.-A book to be called the "Register of Proxies" shall be provided and kept under the superintendence of the Court, and an entry shall be made therein of every appointment of a proxy produced at the Office, but such entry shall not be a condition precedent to the acting by the Share- helder appointed as a proxy.
ARTICLE 112.-Every Shareholder may vote by proxy at any ballot, the proxy being a Shareholder, and every Shareholder tony be proxy for any munker of Shareholders, and any Shareholder may appoint such proxy to vote for him on any particular occasion or question to be specified in the proxy. AUTOLE 113.-No proxy shall be treated as duly appointed or entitled to vote as such whose appointment is not in writing under the band of the Shareholder appointing the proxy, uor unless his appointment as a proxy be deposited or received at least Twenty-four hours before being acted on at the Office, to be there kept under the control of the Court.
ARTICLE 114. The sppointment of a proxy way he according to the form in the Third Schedule
beretu.
Directors.
ARTICLE 115.-The number of Directors, their qualification and renaveention inny, from time to time, be detervained by the General Meetings, but no change shall be made in the number of Directors, except at a Meeting which shall have been convened, with notice of that particular object.
ARTICLE 116. Until the number, qualification, and retuuneration, respectively, of the Directors he otherwise so determined, their number shall be not less than Seven, and not more than Twelve, and the qualification of a Director shall be his holding in his own right at least Fifty Shures, and $20,000 a Year shall be appropriated out of the Funds of the Company for remuneration of the Directors to be divided among them as they agree among themselves.
ARTICLE 117.-Woldemar Nissen, George Farley Heard, George John Holland, Henry Beverley Leon, Julius Menke, Arthur Saszoon, Caleb Tangier Sunith, ond Thomas Sutherland, Esquires, shall be the first and present Directora.
ARTICLE 118-No Shareholder shall be qualified for the Office of Director wiless at the time of
his election he be the registered holder of at least Fifty Shares.
ARTICLE 119.-A Director ceasing to be holder in his own right of Fifty Shares, or adjudged bankrapt, or suffering his estate to becotne vested in any Person or Persons in trust for, or for the benefit of, his Creditors, or compounding with his Creditors, or suspending payment, or found lunatic, idiot, or non compos mentis, or absenting himself from the Courte during the whole of Six consecutive Months, without special leave of absence from the Court, shall immediately thereupon cease to be a Dirceton.
14
No comments yet.
Private notes are available after approval.