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70.-(1) A resolution shall be an extraordinary resolu- Definitions tion when it has been passed by a majority of not less than of extra- three fourths of sneh members entitled to vote as are ordinary
and special present in person or by proxy (where proxies are allowed) resolution. at a general meeting of which notice specifying the inten- & Elw. 7 c. tion to propose the resolution as an extraordinary resolution 68 8, 69. has been duly given.
(2) A resolution shall be a special resolution when it has been-
passed in manner required for the passing of an extraordinary resolution: and
(b) confirmed by a majority of such members en- ritled to vote as are present in person or by prosy (where proxies are allowed) at a subse- quent general meeting, of which notice bas been duly given, and held after an interval of not loss than fourteen days, nor more than one nonth, from the date of the first meeting, (3) At any meeting at which an extraordinary resolution is submitted to be passed or a special resolution is submit- ted to he passed or confirmed, a declaration of the chairman. that the resolution is carried shall, unless a poll is demand- ed, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(4) At any meeting at which an extraordinary rosolution is submitted to he passed or a special resolution is sub- airted to be passed or confirmed a poll may be demanded, if demanded by three persons for the time being entitled secording to the articles to vote, unless the articles of the company require a demand by euch number of such per- sons, not in any case exceeding five, as may be specified in the articles.
(5) When a poll is demanded in accordance with this section, in computing the majority on the poll reference shall be bad to the mumber of votes to which each member is eutitled by the articles of the company.
(6) For the purposes of this section notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner provided by the articles.
71-(1) A copy of every special and extraordinary re- Registration solution shall within twenty-eight days from the confirmation and copies of the special resolution, or from the passing of the extra of special ordinary resolution, as the case may be, be printed and resolutions, forwarded to the registrar of companies, who shall record the same.
(2) Where articles have been registered, a copy of every special reso ation for the time being in force shall be embo- died in or annexed to every copy of the articles issued after the confirmarim of the resolution,
(3) Where articles have not been registered, a copy of every social resolution shall be forwarded in print to any member at his request, mi payment of fifty cents or such less sum as the company may direct.
(4). If a company makes default in printing or forward- ing a copy of a special or extraordinary resolution to the registrar it shall be liable to a fine not exceeding twenty dollars for every day deing which the default continues.
(4) If a company makes default in curbodying in or an mexing to a copy of its articles or in forwarding in print to a member when required by this scetion a copy of a special resolution, it shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made,
(6) Every director and manager of a company who know- ingly and wilfully antiurises or permits any default by the company in complying with the requirements of this section shall be able to the like pomly as is imposed by this section on the company for that default.
{b, s. 70.
72.--(1) Every company shall cause minutes of all pro- Minutes of ceedings of general meetings and ((where there are directors proceedings or mangers) of its directors [or managers] to be entered in and directors. books kit for that purpose.
14. M. 71.
Restrictions
on appoint- ment or advertise- ment of director.
8 Edw. 7 e.
49 s. 72.
Qualification
Ib. 3. 73.
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ران
(2) Any such minnte if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the clirman of the next succeeding meeting, shall be evidence of the proceedings.
(3) Until the contrary is proved, every general meeting
of the company or meeting of directors for managers] in re [ ] spect of the proceedings whereof intes have been so made shaft be deemed to lace daly held and convened, and all proceedings had thercat to have been duly had, and all appointments of directors. [managers,] or liquidators, shall [ ] be deemed to be valid.
Appointment, Qualifiention, [ e. of Directors. 73.-(1) A person shall not be capable of being appoint- ed director of a company by the articles, and shall not be named as a director or proposed director of a company in any prospectus issued by or ou beiraff of the company, or in any statement in lieu of prosperus filed by or on behalf of a company, unless, before the registration of the articles or the publication of the prospectus, or the filing of the statement in lien of prospectus, as the case may be, he has by himself or by his ageur authorised in writing-
(1) signed and filed with the registrar of companies a con-
sent in writing to act as such director; and
(i) either signed the memorandum for a number of shares not less than his qualification (if any), or signed and filed with the registrar a contract in writing to take from the company and pay for his qualification shares (if any).
(2) On the application for registration of the memoran- dum and articles of a company the applicant shall deliver to the registrar a list of the persons who have consented to be directors of the company, and, if this list coutains the name of any person who has not so consented, the appli- cant shall be ablo to a fiue not exceeding five hundred dollars.
(3) This section shall not apply to a private company nor to a prospectus issued by or on behalf of a company after the expiration of one year from the date at which the company is entitled to coinmenco business.
74.-(1) Without prejudice to the restrictions imposed of director. by the last foregoing section, it shall be the duty of every diroutor who is by the regulations of the company required to hold a specified share qualification, and who is not already qualified, to obtain his qualification within two months after his appointment, or such shorter time as may be fixed by the regulations of the company.
Validity of
acts of direc
tors.
20. a. 74,
List of direc
tors to be sent to
registrar.
70. s. 75.
(2) The office of director of a company shall be vacated, if the director does not within two months from the date of his appointment, or within such shorter time as may he fixed by the regulations of the company, obtain his qualitiention, or if after the expiration of such period or shorter time he conses at any time to hold his qualification; and a person vacating office under this section shall be incapable of being re-appointed director of the company until he has obtained his qualification.
(3) If after the expiration of the said period or shorter time any unqualified person acts as a director of the company, he shall be liable on conviction to a fine not exceeding fifty dollars for every day between the expiration of the said period or shorter time and the last day on which it is proved that he acted as a director.
Land Duties,
75. The acts of a director [or manager] shall be valid [ ] notwithstanding any defect that way afterwards be dis- covered in his appointment or qualification.
78.—(1) Every company shall keep at its registered office a register containing the names and addresses and the occupations of its divertors for managers), and send to [ ] the reaistrar of companies a copy thereof, and from time to time notify to the registrar any change among its directors for managers].
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