No share
shall be transferred to persons other than members.
Seller to give notice
sale.
26
58. No share shall, save as provided by Article 65, be transferred to any person
who is not for the time being a member of the Company so long as any member is willing to purchase the same at the fair value.
59. In order to ascertain whether any member is of intended willing to purchase a share offered for sale, the seller, whether entitled in his own right or otherwise, shall give notice to the Permanent General Manager or General Manager for the time being of the Com- pany that he desires to sell the share, and such notice shall constitute the Permanent General Manager or General Manager his agent to contract with any member for the sale of the share at the fair value to be determined as mentioned in Article 60. If the Per- manent General Manager or General Manager fail for the space of three months after the receipt by him of such notice to find a member willing to purchase the share, or fails within the like period to give notice thereof to the seller, the seller shall be at liberty to sell such shares to any person at any price, but subject to the provisions of Articles 63 and 66.
How price to be fixed.
If two or more men-
60. The price of a share offered for sale through the Permanent General Manager or General Manager, pursuant to the last preceding clause, shall be fixed in the first instance by the seller. If a member other-
wise willing to purchase the share is not willing to give the price named, and the seller not be willing to accept the price offered, the value shall be fixed by the Auditor of the Company for the time being, whose fee for such valuation shall be payable by the seller. In fixing the value the Auditor shall be considered to be acting as an expert, and not as an arbitrator, and accordingly the provisions of the Code of Civil Pro- cedure relating to arbitration, or the provisions of any ordinance now or hereafter in force in Hongkong, relating to arbitration, or the Arbitration Act 1889, shall not apply.
61. If two or more members be willing to buy at bers willing the price named by the seller, or at the value fixed under Article 60, then the Permanent General Man- ager or General Manager shall give notice to such two or more members inviting them to send in
to purchase members to tender for same.
27
tenders for the purchase, and the highest tenderer shall be deemed to be the purchaser. If no tenders be sent in, or if the amount mentioned in such tenders be the same, then the shares are to be offered to the members in such order as shall be determined by lot drawn on behalf of such members by the Permanent General Manager or General Manager in such manner as the Board shall think fit.
of member
representa-
240
62. On the death or bankruptcy of any member, On death or the Directors may at any time within three months of bankruptcy such death or bankruptcy resolve that the legal per- Directors sonal representative or Trustee in bankruptcy of such may cause deceased or bankrupt member (hereinafter referred to tives to sell as his "representatives") do sell and transfer his shares shares. in the Company to the Directors' nominee or nomi- nees, at the fair value to be fixed by the Auditors for the time being of the Company as mentioned in Article 60, and upon such resolution being passed the Directors shall give notice thereof to such member or his representatives, who shall thereupon be bound to sell and transfer such shares to the Directors' nominee or nominees (whose name or names and the amount of shares to be taken up by each, if more than one, may either be stated in the resolution or the said notice) at the fair value.
Director to
63. The Directors for the time being of the Com- Directors pany may at any time, by giving twelve months' notice may require a in writing to any Director of the Company (including sell shares. any Director who shall have retired or otherwise ceased to act as such), require such Director to sell and transfer his shares in the Company to the Directors for the time being, or their nominee or nomi- nees, at the fair value to be fixed by the Auditors for the time being of the Company as mentioned in Article 60, and upon such notice being given, such Director shall be bound to sell and transfer his shares to the Directors for the time being or their nominee or nominees, at the fair value, and shall, if then act- ing, cease to act as a Director. The fair value, when fixed shall be payable (unless otherwise mutually arranged) as to one-fourth thereof at the date of the expiration of the said notice, and as to balance by
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