40
Poll how to be taken,
Proceedings and resolutions to bind the Company.
Every Shareholder may vote,
Number of votes to which shareholder entitled.
Lunatics and minors how to vote.
No shareholder in arrear with call to vote.
First named of joint holders to vote,
Votes in person or by proxy,
Appointment of proxy to be deposited.
Form of proxy.
Votes by power of attorney,
16 -
be sufficient evidence of that fact, without proof of the number or proportion of the votes recorded in favor of or against such resolution, unless immediately on such declaration a poll shall be demanded by at least two Shareholders present and entitled to vote at such meeting.
57. If a poll be demanded, the same shall be taken at such time and place, and either by open voting, or by ballot, as the Chairman shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
58. The proceedings at any meeting duly called and constituted, and all resolutions and decisions of such meeting shall be valid and binding on the Company.
VOTES OF SHAREHOLDERS.
59. Every duly registered Shareholder shall be entitled to vote at every meeting, and, in the case of a firm or Public Company or Corporation, any one of the partners of such firm, or the Secretary, Manager, or Agent of such Public Company or Corporation shall be entitled to vote for such firm, or Public Company or Corporation, as the case may be, but so that only one person shall vote in respect of any such firm, Company or Corporation.
60. Every single Shareholder, or any number of joint Shareholders, and every firm, or Public Company or Corporation, holding shares shall have one vote for the first ten shares, or any less number of shares, and one vote for every complete additional number of ten shares held by him, them or it.
61. If any Shareholder be a lunatic, or idiot, he may vote by his Committee, or other legal representative, and if any Shareholder be a minor he may vote by his guardian, and a married woman possessing shares in her own right, on proof of such a fact, may vote.
62. No Shareholder shall be entitled to vote at any meeting whilst any call or interest due from him alone or jointly remains unpaid.
63. If more than one person, not being members of a firm, are jointly entitled to a share, or shares, the person whose name stands first in the Shareholder's Register as one of the holders of such share or shares, if in the Colony, or, if absent therefrom, the person in the Colony whose name appears next on such Register, and no other, shall be entitled to vote in respect of such share or shares.
64. Votes may be given either personally or by proxy, but every proxy shall be appointed in writing under the hand of the appointor, or, if the appointor be a Public Company or Corporation, under its seal. A proxy need not necessarily be a Shareholder.
65. The instrument appointing a proxy shall be deposited at the office of the Company not less than forty-eight hours before the time for holding the meeting at which the proxy claims to vote, and all proxies shall remain in force until notice of the death of the appointor, or of the revocation of the proxy, shall be left in writing at the office of the Company.
66. The instrument appointing a proxy shall be in the form specified in schedule C hereto.
67. Any Attorney claiming to vote at any meeting under a power of attorney given to him by a Shareholder absent from the Colony must leave the same at the office of the Company at least forty-eight hours before the time for holding the meeting at which such Shareholder claims to vote, and must satisfy the Board of its sufficiency otherwise such Attorney shall not be entitled to vote.
17
BOARD OF DIRECTORS.
68. The Board shall consist of not less than five not more than nine Directors, of whom two shall be the Managing Directors.
69. The senior Representative, resident for the time being in the Colony, of Messieurs JARDINE MATHESON AND COMPANY shall be the Chairman of the Board, or, in his absence from any Meeting, the Honorable CATCHICK PAUL CHATER, or his nominee, as defined by the Memorandum of Association, shall be such Chairman, and 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, the Directors present shall choose some one of their number to be Chairman. The Chairman of the Board for the time being shall be entitled to a casting vote in addition to his own vote.
70. The first Directors shall be the following persons:~
The Honorable JOHN BELL-IRVING.
The Honorable CATCHICK PAUL CHATER.
EZEKIEL ABRAHAM SOLOMON, Esq.
JACOB SILAS MOSES, Esq.
STEPHAN CORNELIUS MICHAELSEN, Esq.
GEORGE EDWARD NOBLE, Esq.
71. Any three of the board shall form a quorum.
The Board.
Chairman of Board.
First Directors.
Quorum
72. The Board may at any time and from time to time supply any vacancy in its number.
73. Any person so appointed to supply a vacancy in the Board shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.
74. The acts of the Board shall, notwithstanding any vacancy in the Board, or any defect in the appointment of any member of the Board, be as valid as if no such vacancy or defect had existed, and as if every such person had been duly appointed; provided that the same be done before the discovery of such defect.
Director filling vacancy how long to retain office.
Acts of Board to be valid notwithstanding certain things.
annually.
75. At each Ordinary yearly Meeting two of the Directors for the time being (other than the Permanent Directors) shall retire from office, and two others shall be chosen in their place, the retiring members being however eligible for re-election.
76. The Directors to retire shall do so by rotation or in such other manner as the Board think fit.
77. No person shall be eligible for the office of Managing Director unless he be a Shareholder holding at the least two hundred and fifty shares, nor for the office of Director (other than a Managing Director) unless he be a Shareholder holding at the least one hundred shares.
Qualification of Director.
40
Poll how to be taken,
Proceedings and resolutions to bind the Company.
Every Shareholder may voso,
Namber of votes to which shareholder entitled.
Lunatics and minore how tu soie.
No shareholder in syrear with call to vote.
First named of joint luklers to vete,
Votes in person or by proxy,
Appointment of proxy to be deposited.
Forin of proxy.
Votes by power of attorney,
16 -
be sufficient evidence of that fact, without proof of the number or proportion of the votes recorded in favor of or against such resolution, unless immediately on such declaration a poll shall be demanded by at least two Shareholders present and entitled to vote at such meeting.
57. If a poll be demanded, the same shall be taken at such time and place, and either by open voting, or by ballot, as the Chairmau shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
58. The proceedings at any meeting duly called and constituted, and all resolutions and decisions of such meeting shall be valid and binding on the Company.
VOTES OF SHAREHOLDERS.
59. Every duly registered Shareholder shall be entitled to vote at every meeting, and, in the case of a firm or Public Company or Corporation, any one of the partners of such firm, or the Secretary, Manager, or Agent of such Public Company or Corporation shall be entitled to vote for such firm, or Public Company or Corporation, as the case may be, but so that only one person shall vote in respect of any such firm, Company or Corporation.
60. Every single Shareholder, or any number of joint Shareholders, and every firm, or Public Company or Corporation, holding shares shall have one vote for the first ton shares, or any less number of shares, and one vote for every complete additional number of ten shares held by him, them or it.
61. If any Shareholder be a lunatic, or idiot, he may vote by his Com- mittee, or other legal representative, and if any Shareholder be a minor he may vote by his guardian, and a married woman possessing shares in her own right, on proof of such a fact, may vote.
62. No Shareholder shall be entitled to vote at any meeting whilst any call or interest due from him alone or jointly remains unpaid.
63. If more than one person, not being members of a firm, are jointly entitled to a share, or shares, the person whose name stands first in the Shareholder's Register as one of the holders of such share or shares, if in the Colony, or, if absent therefrom, the person in the Colony whose name appears next on such Register, and no other, shall be entitled to vote in respect of such share or shares.
64. Votes may be given either personally or by proxy, but every proxy shall be appointed in writing under the hand of the appointor, or, if the appointor be a Public Company or Corporation, under its seal.
A proxy need not necessarily be a Shareholder.
65. The instrument appointing a proxy shall be deposited at the office of the Company not less than forty-eight hours before the time for holding the meeting at which the proxy claims to vote, and all proxies shall remain in force until notice of the death of the appointor, or of the revocation of the proxy, shall be left in writing at the office of the Company.
66. The instrument appointing a proxy shall be in the form specified in schedule C hereto.
67. Any Attorney claiming to vote at any meeting under a power of attorney given to him by a Shareholder absent from the Colony must leave the same at the office of the Company at least forty-eight hours before the time for holding the meeting at which such Shareholder claims to vote, and must satisfy the Board of its sufficiency otherwise such Attorney shall not be entitled to vote.
17
BOARD OF DIRECTORS.
68. The Board shall consist of not less than five not more than nine Directors, of whom two shall be the Managing Directors.
69. The senior Representative, resident for the time being in the Colony, of Messieurs JARDINE MATHESON AND COMPANY shall be the Chairman of the Board, or, in his absence from any Meeting, the Honorable CATCHICK PAUL CHATER, or his nominee, as defined by the Memorandum of Association, shall be such Chairman, and in the absence from any meeting of both such senior Representative and the said CATCHICK PACL CHATER, or (as the case may be) his nomince, the Directors present shall choose some one of their number to be Chairman. The Chairman of the Board for the time being shall be entitled to a casting vote in addition to his own vote.
70. The first Directors shall be the following persons:~
The Honorable JOHN BELL-IRVING.
The Honorable CATCHICK PAUL CHATER.
EZEKIEL ABRAHAM SOLOMON, Esq.
JACOB SILAS Moses, Esq.
STEPHAN CORNELIUS MICHAELSEN, Esq.
GEORGE EDWARD NOBLE, Esq.
71. Any three of the board shall form a quorum.
The Board.
Chairman of Board.
First MrectorA.
Quorum
72. The Board may at any time and from time to time supply any Board may vacancy, vacancy in its number.
73. Any person so appointed to supply a vacancy in the Board shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.
74. The acts of the Board shall, notwithstanding any vacancy in the Board, or any defect in the appointment of any member of the Board, be as valid as if no such vacancy or defect had existed, and as if every such person had been duly appointed; provided that the same be done before the discovery of such defect.
Director Aling vacancy
how long to retain office.
Acts of Board to be valid notwithstanding certain things.
annually.
75. At each Ordinary yearly Meeting two of the Directors for the time Two Directors shall retire being (other than the Permanent Directors) shall retire from office, and two others shall be chosen in their place, the retiring members being however eligible for re-election.
76. The Directors to retire shall do so by rotation or in such other Directors to retire how. manner as the Board think fit.
may
77. No person shall be eligible for the office of Managing Director unless he be a Shareholder holding at the least two hundred and fifty shares, nor for the office of Director (other than a Managing Director) unless he be a Share- holder holding at the least one hundred shares.
Qualification of Director.
No comments yet.
Private notes are available after approval.