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We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association.
Names, Addresses, and Descriptions of Subscribers.
1. John Jones of
2. John Smith of
3. Thomas Groen of
"4. John Thompson of
5. Caleb White of
"6. Andrew Brown of *7. Cæsar White of
Dated the
day of
Witness to the above signatures,
A.B., No.
19
merchant
Queen's Rond, Victoria, Hongkong.
ARTICLES of ASSOCIATION to accompany preceding MEMORANDUM of ASSOCIATION.
Number of Members.
1. The company, for the papose of registration, is de- chared to cousist of five hundred members.
2. The directors hereinafter montioned may, whenever the business of the association requires it, register an increase of members,
Definition of Members.
3. Every person shall be deemed to have agreed to become a member of the company who insures any ship or share in a ship in pursuance of the regulations hereinafter
contained.
General Meetings.
4. The first general ecting shall be held at such time, not being less than one month nor more than three months after the incorporation of the company, and at such place, as the directors may determine.
5. A general meeting shall be held once in ovary year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place us may be prescribed by the company in general meeting, or, in default, at such time in the mouth following that in which the anniversary of the company's incorporation occurs, and at such place, as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the mouth next following, and may be convened by any two members in the same manner as nearly as possible ns that in which meetings are to be convened by the directors.
6. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordionry.
7. The directors may, whenever they think fit, and shall, on a requisition made in writing by any five or more
members, convene au extraordinary general meeting.
8. Any requisition made by the members must state the object of the meeting proposed to be called, and must be signed by the requisitionists and deposited at the registered office of the company.
9. On receipt of the requisition the directors shall forth- with proceed to courene a general meeting: if they do not proceed to cause a meeting to be held within twenty-ono days from the date of the requisition being so deposited, the requisitionists or any other five members, may them- selves convene a meeting.
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Proceedings at General Nectings,
10. Seven days' notice at the least, specifying the place. the day, and the hour of meeting, and in case of special business the general nature of the business, shall be given
to the members in manuer hereinafter mentioned, or in such other mauner, if any, as may be prescribed by the company in general meeting; but the non-receipt of such a notice by any member shall not invalidate the proceedings at any general meeting.
11. All business shall be deemed speeinl that is trans- acted at an extraordinary meeting, and all that is trans- acted at an ordinary meeting, with the exception of the consideration of the accounts, balance sheets, and the ordinary report of the directors and auditors, the election of directors and other officers in the place of those retiring by rotation, and the fixing of the remuneration of the auditors.
12. No business shall be transacted at nuy meeting except the declaration of a dividend, unless a quorum of members is prosent at the commencement of the business. The quorum shall be ascertained as follows (that is to say), if the members of the company at the time of the meeting do not exceed teu in number, the quorum shall be five; if they exceed ten there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limitation, that no qnorte shall in muy case exceed thirty. 13. If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, il convened on the requisition of the members, shall be dissolved; in any other case in shall stand adjourned 10 the same day in the following week at the same time and place; and if at such tedjourned meeting a quorum of members is not present, it shall be adjourned sinê die.
14. The chairman (if any) of the directors shall preside as chairman at every general meeting of the company.
15. If there is no such chairman, or if at any meeting be
is not present at the time of holding the same, the members present shall choose some one of their number to be chair- man of that meeting,
16. The chairman niny, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but no business -hall be transacted at any adjourned meeting other than the business left unfinished at the meet- ing from which the adjournment took place.
17. At any general meeting, unless a poll is demanded by at least three members, a declaration by the chairman that a resolution has been euried and an entry to that effect in the book of proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
19. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.
Votes of Members.
19. Every member shall have one vote and no more, 20. If any member is a lunatic or idiot, he may vote by
his committee curator bonis, or other legal encator.
21. No member shall be entitled to vote at ang meeting unless all moneys due from him to the company have been paid.
22. On a poll votes may be given either personally or
by proxy. A proxy shall be appointed in writing under the hand of the appointor, or if such appointor is a corpo- ration, under its common send.
23. No person shall act as a proxy unless he is a mom- ber, or unless he is appointed to act at the meeting as proxy for a corporation.
The instrument appointing him shall be deposited at the registered office of the company Bot less than forty-eight hours before the time of holding the meeting at which be proposes to vote.
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