ARTICLE: 120.–Provided always that all Acts done by any Person assuming to be a Director shall, notwithstanding his being improperly elected, or his being disqualified, or his ceasing to be qualified, be as valid and effectual, both against and in favor of the Company and all other Persons (but not in favor of himself) as if he were duly elected and qualified.
ARTICLE 121–A Person ceasing to be a Director from disqualification for want of Shares shall not on that account merely be ineligible for re-election on again becoming qualified, and a Person ceasing to be a Director for absence shall not on that account merely be ineligible for re-election.
ARTICLE 122.–The Directors hereinbefore appointed shall continue in Office until the first Ordinary Meeting to be held after the date of this Deed, when they shall all go out of Office, but shall, if qualified, be eligible for re-election.
ARTICLE 123.–One-fourth of the whole Number of Directors to be on every occasion determined by agreement, or, failing agreement by lot among themselves but so that the whole number of Directors go out of Office every Year, shall go out of Office at every subsequent Ordinary Yearly Meeting.
ARTICLE 124–Whenever the number of Directors is not equally divisible by Four, the whole number of Directors shall be divided by Four, and the Number of Directors to retire shall be One more than the quotient, rejecting fractions.
ARTICLE 125.–Every Director retiring by rotation, shall continue to hold Office until his successor be duly elected, and shall be eligible for re-election.
ARTICLE 126.–Directors, in the place of the retiring Directors shall be elected by the Shareholders at the Ordinary Meeting at which they retire; but if, from any cause, such election be not had or be not completed at that Meeting, it may be had or completed at an Extraordinary Meeting.
ARTICLE 127.–No Person other than a retiring Director, shall be elected a Director, at any General Meeting, unless not less than Two Days notice, in writing, of the intention to propose him for election at such Meeting, be left for the Manager at the Head Office; the notice to be either under his own hand or under the hands of two other Shareholders.
ARTICLE 128.–A Director may resign Office; but no Director shall be deemed to have voluntarily resigned, unless and until he declare his resignation, by writing under his hand, left with the Chairman of the Court, or at the Head Office, and his resignation be accepted by the Court, or by a General Meeting.
ARTICLE 129.–In every case of a vacancy in the Office of Director, from any cause other than that of retiring in rotation, the vacancy may be filled by the Court, and the Person appointed to supply the vacancy shall, in all respect, stand in the place of his predecessor.
The Court.
ARTICLE 130.–A Court shall be held so often as the purposes of the Company require; and a Court shall be held at any time upon the requisition of any Two of the Directors.
ARTICLE 131. The Court alone shall have power to determine the days, times, and places, on and at which the Court shall meet, and the mode in which Courts shall be convened, and what (if any) notice shall be given of any Court and of the business proposed to be transacted thereat, and to make all Rules and Regulations for securing the attendance of Directors at Courts.
ARTICLE 132.–The number of Directors to constitute a quorum shall, from time to time, be fixed by the Court; and, until otherwise fixed, Four Directors shall be the quorum for a Court.
ARTICLE 133.–Every act, order, resolution, or other proceeding of the Court at which a quorum is present, shall be as valid and effectual as if all the Directors concurred therein.
ARTICLE 134.–The powers or functions of the Court shall not cease or be suspended so long as the Court consists of a sufficient number of Directors to form a quorum, although the number of Directors have from any cause whatever fallen below the prescribed lowest number of Directors.
ARTICLE 135.–Every Court may adjourn, in such manner and subject to such Regulations as the Court, from time to time, may prescribe.
ARTICLE 136–The Court shall elect One of their members to be their Chairman, and another of their members to be Deputy Chairman, who shall respectively continue in Office until others are elected in their or either of their stead; it being the intention of these presents, that the duration of Office of the said Chairman and Deputy Chairman shall be wholly in the discretion of the Court.
ARTICLE 137.–Until the first election of Directors after the Day of the date of this Deed the said Woldemar Nissen, Esquire, shall be the Chairman of the Court.
ARTICLE 138.–The Chairman shall always preside at every Court, but if absent, the Deputy Chairman, but if both be absent, or there be no Chairman or Deputy Chairman, the Directors present shall elect One of their number to be Chairman, to preside for that Meeting, but only during absence of the Chairman and Deputy Chairman.
ARTICLE 139.—On every equality of Votes of Directors upon any question at a Court, the Chairman thereat shall, on the equality being ascertained, have a second or casting vote.
ARTICLE 140.–No Director shall vote on any matter in which he is interested, otherwise than in common with the whole body of Shareholders.
Powers and Functions of the Court.
ARTICLE 141.–The Court may, from time to time, appoint any One or more of the Directors to be a Committee, with all or any of the powers of the Court, and which the Court, in their discretion, think fit to delegate, except the power to make Calls on the Shareholders, for the better transaction of any business which may be transacted by the Court; but every such Committee shall, in all respects, be under the control of the Court, and shall not act beyond the limits of the powers delegated thereto by the Court, and the quorum thereof, if it consist of more than Four Persons, shall be fixed by the Court.
ARTICLE 142.—The Court may, conformably to the said Ordinance, provide for the Head and other Offices such houses as they think suitable, and may permit such parts thereof as they think proper to be used as residences of any of the Officers.
ARTICLE 143.—The Court, from time to time, may appoint and discharge the Managers, Agents, and Servants of the Company, whenever required for the interests of the Company, and may allow them respectively, such remuneration as the Court think fit, and may take from the Officers, Agents, and Servants, such security as the Court think fit.
ARTICLE 144.–The Court, from time to time, may appoint and send to any place where the business of the Company is authorized to be carried on by the said Ordinance, One or more of the Directors, or appoint Local Committees of Persons either Shareholders or not, with such powers of inspection, control, and regulation of the business or affairs of the Company, and such other powers, and with such instructions, and subject to such conditions and restrictions as the Court think fit, and may allow to them such remuneration as the Court think fit, and may revoke or suspend any such appointment.
ARTICLE 145.—The Court may, from time to time, appoint and may send either temporarily or permanently to any such place as aforesaid, any Persons as Officers or Servants of the Company, whether as Inspectors, or Chief or other Managers, or as General or Local Agents, or in any other capacity which the Court think expedient for any of the business or affairs of the Company, and may allow to them respectively, such remuneration as the Court think fit, and make, revoke, or suspend any such appointment.
ARTICLE 146.–The Court by Letter of Attorney or other Deed under the Seal, or by writing not under Seal, may delegate to such Director, Local Committee, Inspectors, Managers, Agents, and other Officers respectively, any of the powers of the Court, and may invest them respectively with any other powers which the Court, in their discretion, think expedient for the due conduct, management, and regulation of any of the business or affairs of the Company.
ARTICLE 147–The Court may engage in and transact all such business as is permitted by the said Ordinance and these Presents, but shall not engage in or transact any business prohibited by the said Ordinance or by these Presents.
ARTICLE 148–The Court shall provide sufficient and proper Books distinguished by such names as the Court shall prescribe, which shall be kept under the superintendence of the Court, and full and sufficient entries shall be made therein of all payments, liabilities, receipts, and credits of or on account of the Company, and all matters properly the subject of debt and credit, account, receipt, or payment, in which the Company or its property may be interested, so that the financial state of the Company may at all times appear in and from such Books as accurately and clearly as circumstances permit.
ARTICLE 149.–The Court, from time to time, shall furnish and deliver to the Governor of the Colony in addition to the returns to be, from time to time, made to the said Governor, as prescribed by these presents, such other accounts, statements, and returns, touching the business or financial state of the Company, as the said Governor may, from time to time, require.
ARTICLE 150.–The Court, from time to time, as they think fit, may direct, control, and provide for the receipt, custody, and issue, investment, management, remittance, and expenditure of the monies and funds of the Company.
Reserve Fund.
ARTICLE 151.–It shall be lawful for the Court, from time to time, to set aside such proportion, as they shall think fit, of the net profits which shall have arisen and accrued to the Company, after making such provision, as they shall think fit, for bad or doubtful debts, for the purpose of creating, adding to, and maintaining a Reserve Fund, for the purpose, as far as desirable, of equalizing the dividends; and the premiums which shall, from time to time, be received by the Company, from the sale of forfeited, or other Shares, may also be retained for the purpose of adding to and maintaining the said Reserve Fund, and be credited, if thought fit, to the Reserve Fund accordingly, and the Court may, if they think fit, allow the said Reserve Fund to accumulate by the addition of interest, or divide the interest as profits.
ARTICLE 152.–The Reserve Fund for the time being shall be carried to a separate account in the Books of the Company, and be considered to be a Fund applicable for the purpose of meeting and providing against any extraordinary demands on the Company, or losses it may sustain.
ARTICLE 153–When and so often as the sum at the credit of the Reserve Fund in the Books of the Company shall amount to a sum larger than, in the judgment of the Court, shall be necessary for the purpose for which the Fund was created, it shall be lawful to apply such part of it as may be thought proper as part of the divisible profits of the Company.
ARTICLE 154.–The Court may compound for debts due to the Company, and may, under the seal or otherwise, authorize any fit Person, whether a Director or otherwise, to sign any composition Deed on behalf of the Company, and thereby to discharge any debt due to the Company, according to the terms of the Deed.
ARTICLE 155.—The Court, on the bankruptcy, insolvency, or sequestration of any debtor to the Company, or on the execution by any such debtor of a Deed of composition or arrangement with his Creditors, may appoint any fit Person, whether a Director or otherwise, to prove against the estate of such bankrupt or insolvent, the debt due from him to the Company; and, if any other Person be not so appointed, the Local Manager, on behalf of the Company, may prove the debt.
ARTICLE 156.–The Court may, from time to time, require all and any part of the Directors, Auditors, Managers, Clerks, and other Officers, Agents, and Servants of the Company, to subscribe a declaration, engaging themselves to observe secrecy in respect to the dealings and the state of the accounts of the several customers and Persons dealing with the Company, or any other matter which may come to their respective knowledge, by virtue of their respective Offices, so far as it shall not be necessary in the execution of their respective Offices, trust, or duty, to disclose the same.
ARTICLE: 120.–Provided always that all Acts done by any Person assuming to be a Director shall, notwithstanding his being improperly elected, or his being disqualified, or his ceasing to be qualified, be as valid and effectual, both against and in favor of the Company and all other Persons (but not in favor of himself) as if he were duly elected and qualified.
ARTICLE 121-A Person ceasing to be a Director from disqualification for want of Shares shall not on that account tuerely be ineligible for re-election on again becoming qualified, and a Person ceasing to be a Director for absence shall not on that account merely be ineligible for re-election.
ARTICLE 122.-The Directors hereinbebre appointed shall continue in Office until the üret Ordinary Meeting to be held after the date of this Deed, when they shall all go out of Office, but shall, if qualified, he eligible for re-election.
ARTICLE 323.--One-fourth of the whole Number of Directors to be on every occasion determined by agreement, ar, failing agreement by lot among themselves but so that the whole number of Directors go out of Office every Year, shall go out of Office at every subsequent Ordinary Yearly Meeting.
ARTICLE 124-Whenever the number of Directors is not equally divisible by Four, the whole number of Directors shall be divided by Four, and the Number of Directors to retire shall be One more than the quotient, rejecting tructions.
ARTICLE 125.--Every Director retiring by rotation, shall continue to hold Office until his successor be duly elected, and shall be eligible for re-election.
ARTICLE 126.-Directors, in the place of the retiring Directors shall be elected by the Shareholders at the Ordinary Meeting at which they retire; but if, from suy cause, such election be not had or be not completed at that Meeting, it may be had or completed at an Extraordinary Meeting.
ARTICLE 127.--No Person other than a retiring Director, shall be elected a Director, at any General Meeting, unless not less than Two Days notice, iu writing, of the intention to propose him for election at such Meeting, be left for the Manager at the Head Office; the notice to be either under his own hand or under the hands of two other Shareholders.
ARTICLE 128.-A Director may resign Office; but no Director shall be deemed to have voluntarily resigned, unless and until he declare his resignation, by writing under his hand, left with the Chairinan of the Court, or at the Head Office, and his resignation be accepted by the Court, cr by a General Meeting.
ARTICLE 129.-lu every case of a vacancy in the Office of Director, from any cause other than that of retiring in rotation, the vacancy may be filled by the Court, and the Person appointed to supply the vacancy shall, in all respect, staud in the place of his predecessor.
The Court.
ARTICLE 130.---A Court shall be held so often as the purposes of the Company require; und a Court shall be held at any time upon the requisition of any Two of the Directors.
ARTICLE 131. The Court alone shall have power to determine the days, times, and places, ou and at which the Court shall meet, and the mode in which Courts shall be convened, and what (if any) notice shall be given of any Court and of the business proposed to be transacted thereat, and to make all Rules and Regulations for securing the attendance of Directors at Courts.
ARTICLE 132.--The number of Directors to constitute a quorum shall, from time to time, be fixed by the Court; and, until otherwise fixed, Four Directors shall be the quorum for a Court.
ARTICLE 133.----Every act, order, resolution, or other proceeding of the Court at which a quorum
is present, shall be as valid and effectual as if all the Directors concurred therein.
ARTICUS 184.--The powers or functions of the Court shall not cease or be suspended so long as the Court consists of a sufficient number of Directors to form a quorum, although the number of Directors have from any cause whatever fallen below the prescribed lowest number of Directors.
ARTICLE 135.--Every Court may adjourn, in such manner and subject to such Regulations as the Court, from time to time, may prescribe,
ARTICLE 136-The Court shall elect One of their metubers to be their Chairman, and another of their members to be Deputy Chairman, who shall respectively continue in Office until others are elected in their or either of their stead; it being the intention of these presents, that the duration of Office of the said Chairman and Deputy Chairman shall be wholly in the discretion of the Court.
ARTICLE 137.--Until the first election of Directors after the Day of the date of this Deed the said Woldemar Nissen, Esquire, shall be the Chairman of the Court.
ARTICLE 138.---The Chairman shall always preside at every Court, but if absent, the Deputy Chairman, but if both be absent, or there be no Chairman or Deputy Chairman, the Directors present shall elect One of their number to be Chairman, to preside for that Meeting, but only during absence of the Chairman and Deputy Chairman.
ARTICLA 139.—On every equality of Votes of Directors upon any question at a Court, the Chair- man thercat shall, on the equality being ascertained, have a second or casting vote.
ARTICLE 140.-No Director shall vote on any matter in which he is interested, otherwise than in common with the whole body of Shareholders.
Powers and Functions of the Court.
ARTICLE 141.---The Court may, from time to time, appoint any One or more of the Directors to be a Committee, with all or any of the powers of the Court, and which the Court, in their descretion, think fit to delegate, except the power to make Calls on the Shareholders, for the better transaction of any business which may be transacted by the Court; but every such Committee shall, in all respects, be under the control of the Court, and shall not act beyond the limits of the powers delegated thereto by the Court, and the quorum thereof, if it consist of more than Four Persons, shall be fixed by the Court.
ARTICLE 142.—The Court may, conformably to the said Ordinance, provide for the Read and other Offices such houses as they think suitable, and may permit such parts thereof as they think proper to be used as residences of any of the Officers.
ARTICLE 143.—The Court, from time to time, may appoint and discharge the Managers, Agents, and Servants of the Company, whenever required for the interests of the Company, and may allow them respectively, such remuneration as the Court think fit, and may take from the Officers, Agents, and Servants, such security as the Court think fit.
ARTICLE 144.-The Court, from time to time, may appoint and send to any place where the business of the Company is authorizeal to be carried on by the said Ordinance, Que or more of the Directors, or appoint Local Committees of Persons either Shareholders or not, with such powers of inspection, control, and regulation of the business or affairs of the Company, and such other powers, and with such instruc tions, and subject to such conditions and restrictions as the Court think fit, and may allow to them such remuneration as the Court think fit, and may revoke or suspend any such appointment.
ARTICLE 145.—The Court may, from time to time, appoint and may send either temporarily or permanently to any such place as aforesaid, any Persons as Officers or Servants of the Company, whether as Inspectors, or Chief or other Managers, or as General or Local Agents, or in any other capacity which the Court think expedient for any of the business or affairs of the Company, and may allow to them respectively, such remuneration as the Court think fit, and make, revoke, or suspent any such appointment.
ARTICLE 140.-The Court by Letter of Attorney or other Deed under the Seal, or by writing not under Seal, may delegate to such Director, Local Committee, Inspectors, Maungers, Agents, and other Officers respectively, any of the powers of the Court, and may invest them respectively with any other powers which the Court, in their discretion, think expedient for the due conduct, management, and regulation of any of the business or affairs of the Company.
ARTICLE 147-The Court may engage in and transact all such business as is permitted by the said Ordinance and these Presents, but shall not engage in or transect any business prohibited by the said Ordinance or by these Presents.
ARTICLE 148-The Court shall provide sufficient and proper Books distinguished by such uames as the Court shall prescribe, which shall be kept under the superintendence of the Court, and full and sufficient entries shall be made therein of all payments, liabilities, receipts, and credits of or on account of the Company, and all matters properly the subject of debt and credit, account, receipt, or payment,
in which the Company or its property may be interested, so that the financial state of the Company tay at all times appear in and from such Books as accurately and clearly as circumstances permit.
ARTICLE 149.---The Court, from time to time, shall furnish and deliver to the Governor of the Colony in addition to the returns to be, from time to time, made to the said Governor, as prescribed by these presents, such other accounts, statements, and retorns, touching the business or financial state of the Company, as the said Governor may, from time to time, require.
ARTICLE 150.-The Court, from time to time, as they think fit, may direct, control, and provide for the receipt, custody, and issue, investanent, management, remittance, and expenditure of the monies and funds of the Company.
Reserve Fund.
ARTICLE 151.-It shall be lawful for the Court, from time to time, to set aside such proportion, as they shall think fit, of the net profits which shall have arisen and accrued to the Company, after making such provision, as they shall think fit, for bad or doubtful debts, for the purpose of creating, adding to, and maintaining a Reserve Fund, for the purpose, as far as desirable, of equalizing the dividends; and the premiums which shall, from time to time, be received by the Company, from the sale of forfeited, or other Shares, may also be retained for the purpose of adding to and maintaining the said Reserve Fund, and be credited, if thought fit, to the Reserve Fund acccordingly, and the Court may, if they think fit, allow the said Reserve Fund to accumulate by the addition of interest, or divide the interest as profits.
Arione 152.-The Reserve Fund for the time being shall be carried to a separate account in the Books of the Company, and be considered to be a Fund applicable for the purpose of meeting and providing against any extraordinary demands on the Company, or losses it may sustain.
ARTICLE 153.When and so often as the sum at the credit of the Reserve Fund in the Books of the Company shall amount to a sum larger than, in the judgment of the Court, shall be necessary for the purpose for which the Fund was created, it shall be lawful to apply such part of it as may be thought proper as part of the divisible profits of the Company.
ARTICLE 154.--The Court may compound for debts due to the Company, and may, under the seal or otherwise, authorize any fit Person, whether a Director or otherwise, to sign any composition Doed on behalf of the Company, and thereby to discharge any debt due to the Company, according to the terms of the Deed.
ARTICLE 153.—The Court, on the bankruptcy, insolvency, or sequestration of any debtor to the Company, or on the execution by any such debtor of a Deed of composition or arrangement with his Creditors, may appoint any fit Person, whether a Director or otherwise, to prove against the estate of such bankrupt or insolvent, the debt due from him to the Company; and, if any other Person be not so appointed, the Local Manager, on behalf of the Company, may prove the debt.
ARTICLE 156.--The Court may, from time to time, require all and any part of the Directors, Auditors, Managers, Clerks, and other Officers, Agents, and Servants of the Company, to subscribe & declaration, engaging themselves to observe secrecy in respect to the dealings and the state of the accounts of the several customers and Persons dealing with the Company, or any other matter which may come to their respective knowledge, by virtue of their respective Offices, so far as it shall not be necessary in the execution of their respective Offices, trust, or duty, to disclose the
same.
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