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SCHEDULES.
FIRST SCHEDULE.
TABLE A.
REGULATIONS FOR MANAGEMENT OF A COMPANY
LIMITRO BY SHARES.
Preliminary.
1. In these regulations, unless the context otherwise requires, expressions defined in the Companies Ordinance, 1911, or any statutory modification thereof in force at the date at which these regulations become binding on the company, shall have the mesuings so defined; and words importing the singular shall include the plural, and vice versê, and words importing the masculine gender shall include females, and words importing persons shall include bodies corporate.
Business,
2. The directors shall have regard to the restrictions on the commencement of business imposed by section of the Companies Ordinauce, 1911, if, mud so far as, those restric- tions are binding upon the company.
Shares.
3. Subject to the provisions, if any, in that behalf of the memorandam of association of the company, und without prejudice to any special rights previously conferred on the holders of existing shares in the company, any share in the company may be issued with such preferred, deferred, or other special rights, or such restrictions whether in regard to dividend, voting, return of share capital, or otherwise, as tho company may form time to time by special resolution determine.
4. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating so general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or respresenting by proxy one-third of the issued thares of the class.
5. No share shall be offered to the public for subscrip- tion except upon the terms that the amount payable on application shall be at least five per cont, of the nominal amount of the sharo; and the directors shall, as regards any allotment of shares, daly comply with such of the provisions of sections 87 and 90 of the Companies Or- dinance, 1911, as may be applicable thereto.
6. Every person whose name is entered as a member in the register of members shall, without payment, be cutitled to a certificate under the common seal of the company specifying the share or shares held by him and the amount paid up thereon, provided that in respect of a share or bares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.
7. If a sbare certificato is defaced, lost, or destroyed, it may be renewed on payment of such fee, if any, not exceeding fifty cents, and on such terms,if auy, as to evidence and indemnity as the directors think ft.
8. No part of the funds of the company shall be employed in the purchase of, or in loans upon the security of, the
company's shares.
Sections 11, 12, 68, 241,
261,
85
Lien.
9. The company shall have a lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a lien on all shares (other than fully-paid shares) standing registered in the nure of a single person, for all moneys presently payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause. The company's lion, if any, on a shure sull extend to all dividends payable thereon.
10. The company may sell, in such manner as the direc- tors think fit, any shares on which the coinpany bus a lien, but no sale shall be made unless some sum in respect of which the lion exists, is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount
in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled by reason of bis donth or bankruptcy to the share.
11. The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the lien existy as is presently payable, and the residue shall (subject to a like lien for sans not presently payable as existed upon the shares prior to the side) be paid to the person entitled to the shares at the late of the sale. The purchaser shall be registered ne the holder of the shares, and he shall not be bound to ace to the application of the purchase money, nor shall his title to the stures be affectel by any irregularity or invalidity in the proceedings in reference to the sule.
Calls on Shares,
1. The directors may from time to time wake calls upon
the members in respect of any moneys unpaid on their shares, provided that no call shall excood one-fourth of the nominal amount of the shure, or be payable at loss than one month from the last call ; and each member shail (subject to receiving at least fourteen days' uorico specify- ing the time or times of payment) pay to the company at the time or times so specified the amonut called on his shares.
13. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
14. If a sum exiled in respect of a share is not paid before or on the day apprinted for payment thereof, the person from whom the snu is due shall pay interest upon the sun at the rate of five dollars per cent. per annum from the day appointed for the payment thereof to the time of the actual paymont, but the directors shall be at liberty to waive payment of that interest wholly or in part.
15. The provisions of these regulations as to payment of interest shall apply in the ease of nonpayment of any sum waleh, by the Terms of issue of a shure, becomes payable, at a fixal time, whether on account of the amount of the share, or by way of premium, as if the same bud becomo payable by virtue of a call duly made and notified.
16. The directors mony make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment.
17. The directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares hold by, him ; aut upon all or any of the moneys so advanced may (until the same would, but for such advance, become prosently payable) pay interest at such rate (not exceeding, without the sauction of the company in general meeting, six per cent.) as may be agreed upon between the member paying the sum in advance and the directors,
Transfer and Transmission of Shares.
18. The lustrmnent of transfer of any share in the company shall be executed both by the transferor and
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