CO129-245 - Acting Governor Fleming - 1890 [5-7] — Page 41

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If call unpaid notice may be given.

Contents of notice,

If notice not complet with allotuent may be cancelled or share forfeited.

Notice of cancellation or forfeiture to be given to silottee or shareholder.

Disposal of cancelled allotments or forfeited shares.

Shareholder still liable for calls.

Cancellation or forfeiture to extinguish claims on Company.

Evidence of cancellation or forfeiture.

Ordinary Meetings.

Extraordinary Meeting.

Extraordinary Meeting on requisition of shareholders.

Requisition to stats object

of meeting.

M

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CANCELLATION OF ALLOTMENT OR FORFEITURE

OF SHARES.

35. If any Shareholder shall fail to pay any call due from him within seven days after the day on which the same became payable, the Board may at any time after such seven days, during such time as the call remains unpaid, serve a notice on him requiring him to pay the call together with any interest accrued due thereon by reason of non-payment as aforesaid.

36. The said notice shall name aday (not being less than fourteen days from the date thereof) and a place on and at which the call and interest are to be paid, and shall state that, in the event of the non-payment of such call and interest at the time and place appointed, the allotment of the share in respect of which the call was made will be liable to be cancelled, or (as the case may be) such share will be liable to be forfeited.

37. If the requisitions of any such notice shall not be complied with, the allotment of every or any share in respect of which the notice is given may be cancelled or (as the case may be) such share may be forfeited by the Board.

38. When any allotment is so cancelled or (as the case may be) any share so declared to be forfeited, notice of the cancellation or forfeiture shall be given to the allottee or holder of the share, and an entry of the cancellation or for- feiture with the date thereof shall be made in the Register of Transfers.

39. Every share, the allotment of which shall be so cancelled, or which shall be so forfeited, shall thereupon become the property of the Company, and may be re-allotted, sold, or otherwise disposed of, upon such terms and in such manner as the Board shall think fit.

40. Any Shareholder, the allotment of whose shares shall be cancelled, or whose shares shall be forfeited, shall, notwithstanding the cancellation or forfeiture, be liable to pay to the Company all calls owing in respect of the shares at the time of cancellation or forfeiture, and the interest (if any) due thereon.

41. The cancellation of the allotment of a share, or the forfeiture of a share, shall involve the extinction, at the time of the cancellation or forfeiture, of all interest in and all claims and demands against the Company in respect of such share.

42. A certificate in writing, under the common seal and countersigned by the Secretary, that an allotment has been cancelled, or that a share has been duly forfeited in pursuance of these articles, shall be conclusive evidence of such cancellation or forfeiture.

*MEETINGS OF SHAREHOLDERS.

43. Ordinary Meetings of the Company shall be held once in every year at such time and place as the Board shall determine.

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44. The Board may at any time it thinks proper call an Extraordinary Meeting for the purpose of considering and determining upon any matters it may deem necessary.

45. The Board shall at any time upon the requisition in writing of fifty or more Shareholders, holding in the aggregate not less than seven thousand five hundred shares, call an Extraordinary Meeting. Such requisi- tion shall be left at the office of the Company.

46. Any such requisition shall state specifically the object for which the meeting is to be called.

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47. Upon the receipt of any such requisition the Board shall convene an Extraordinary Meeting, and, if it neglects to do so for one month from the leaving of such requisition at the office of the Company, the Requisitionists may themselves convene the meeting. Provided always that no resolution passed thereat shall be binding on the Company unless and until the same shall have been confirmed by a second Extraordinary Meeting convened for the purpose by the Chairman of such Extraordinary Meeting upon fourteen days' notice at the least.

On receipt of requisition Board to convene meet- ing and on defanit Shareholders may do so,

48. Ten days' notice at least of any meeting, specifying the place, Notice of meetinga. the day and hour of meeting, and, in case of an Extraordinary Meeting, the objects and business of the meeting, shall be given by advertisement or by notice sent by post, or otherwise, to the registered address of every Share- holder or in such other manner as the Board shall think fit, but the non- receipt of such notice by any Shareholder shall not invalidate the proceed. ings at such meeting. No business other than such as is specified in such notice shall be transacted at the meeting called by such notice.

49. The decisions of all meetings shall be fairly entered in a book to be kept for that purpose and subscribed by the Chairman of the respective meet- ings, and, being so entered, they shall be binding on all the Shareholders, their heirs, executors and administrators.

Decisions of meetings to be entered in a book.

Number of shareholders necessary for transaction

50. Except as is otherwise provided by these articles, no business shall be transacted at any General Meeting unless there shall be personally present of business. at the commencement of the business twelve or more shareholders.

51. If at the expiration of fifteen minutes from the time appointed for the meeting the required number of Shareholders be not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved, but in any other case it may be adjourned to such time and place as the Shareholders present at the expiration of such fifteen minutes shall determine without any further notice being given of such adjournment.

52. At any adjourned meeting the Shareholders present, if not less than twelve in number, shall have power to decide upon all the matters which could properly have been disposed of at the meeting from which the adjourn. ment took place if a sufficient number of Shareholders had been present at such last mentioned meeting.

if required number not adjones.

present meeting to be

Adjourned meeting may transact the business.

53. The senior Representative, resident for the time being in the Colony, Chairman at meetings. of Messieurs JARDINE MATHESON AND COMPANY shall be the Chairman at every meeting of the Company, or, in his absence from any meeting, the Honorable CATCHICK PAUL CHATER, or his nominee, as defined by the Memo- randum of Association, shall be such Chairman, or, in the absence from any meeting of both such senior Representative and the said CATCHICK PAUL CHATER, or (as the case may be) his nominee, a member of the Board to be chosen by the Shareholders present shall be such Chairman. If at any meet- ing such senior Representative and the said CATCHICK PAUL CHATER, or (as the case may be) his nominee, and every member of the Board be absent for fifteen minutes after the time appointed for holding the meeting, the Share- holders present may choose some one of their number to be Chairman.

54. The Chairman with the consent of the Meeting may adjourn any Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.

Chairman with consent may adjourn meetings.

decided,

55. Every motion or resolution submitted to a Meeting shall be decided Hottons, &c, how to be by a majority, but shall be decided in the first instance by a show of hands, and, in the case of an equality of votes, the Chairman shall both on the show of hands, and at the poll, have a casting vote in addition to his own vote.

Declaration of Chairman of carriage of resolution

56. A declaration of the Chairman of any Meeting that a re- solution has been carried thereat upon a show of hands shall be conclusive, euficient anless poli and an entry to that effect in the book of proceedings of the Company shall

despanded.