38
39
Notice and
entry of forfeiture.
Board may accept com- position for call.
Forfeited
shares to
become property of Bauk.
Power to annul forfeiture.
Fur Feiture
of share to
extinguish
claims on the Bank.
Bank's lien un shares.
Enforcing Tien by sale.
Application
of proceeds
of sale.
10
incidental to such share, shall be forfeited to the Bank; and all rights, claims, and demands whatsoever against the Bank, for or in respect of or in relation to the share or dividends so forfeited shall, unless the Board otherwise deter- mine, be absolutely extinguished for the benefit of the Bank; and the rights of voting, and all other rights and powers incidental to the share, shall remain in suspense or abeyance until the share be sold re-allotted or otherwise disposed of by the Board for the benefit of the Bank, or be restored to the defaulter, or some person claiming under him, as provided by Regulation 40,
37. When any share shall have been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forth- with be made in the register.
38. If any person from whom any call, or interest thereon, or any part thereof shall be due, and whose share has been declared forfeited for non- payment thereof, shall show, to the satisfaction of the Board, that he is unable to pay the whole amount then remaining due from him in respect of such call or interest, the Board may accept from him such sum by way of composi- tion for. and in lieu of, the whole amount so then due from him, as the Board may determine; and, upon the payment of such composition, may discharge him from all claims and demands whatsoever then remaining due in respect of such call and interest; but no such composition shall be accepted from any person while he continues a shareholder in his own right in respect of any share besides the share so forfeited, or shall give him any claim to or in respect of the share so forfeited.
39. Any share so forfeited shall be the property of the Bank and the Board may sell, re-allot, and otherwise dispose of the same in such manner as it thinks fit.
40. The Board may, at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof and restore the same to the defaulter or some person claiming under him upon such conditions as it thinks fit.
41. The forfeiture of a share shall involve the extinction at the time of the forfeiture of all interest in and all claims and demands against the Bank in respect of the share, and all other rights incident to the share, as between the shareholder whose share has been forfeited and all persons claiming through such shareholder and the Bank.
42. The Bank shall have a first and paramount lien upon all the shares registered in the name of any shareholder (whether solely or jointly with others), and upon the proceeds of sale thereof for his debts, liabilities and engagements, solely or jointly with any other person to or with the Bank, or discharge thereof shall have whether the period for the payment, fulfilment, actually arrived or not; and such lien shall extend to all dividends from time to time declared in respect of such shares and to all moneys paid in advance of calls thereon. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Bank's lien (if any) on such shares.
43. For the purpose of enforcing such lien the Board may sell the shares subject thereto in such manner as it thinks fit; but no sale shall be made until such time as the moneys are presently payable.
44. The net proceeds of any sale, made after forfeiture or for enforcing a lien, and any such dividends, shall be applied in or towards satisfaction of the debts, liabilities and engagements aforesaid, and the residue (if any) shall be paid to such shareholder, his executors, administrators or assigns or successors or to the person (if any) entitled by transmission to the shares,
- 11
45.-(1) Upon any sale after forfeiture or for enforcing a lien in pur- ported exercise of the powers hereinfore given, the Board or the manager of any establishment at which a Register is kept may, after the execution of a document of transfer from the Bank to the purchaser has been executed by the Bank as transferor and by the purchaser as transferee, cause the purchaser's name to be entered, in respect of the shares sold, in that register in which the shares sold are entered, and the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money, and after his name has been entered in the register aforesaid in respect of such shares, the validity of the sale shall not be impeached by any person, and the remedy (if any) of any person aggrieved by the sale shall be in damages only and against the Bank exclusively.
(2) Any such purchaser shall not (unless by express agreement) become entitled to any of the dividends accrued, or which might have accrued, upon the shares before the time of completing his purchase, and shall not (unless by express agreement) be liable to pay any call payable in respect of the shares before the time of his agreement to purchase them.
Transfer and Transmission of Shares.
Validity of sales after forfeiture or for enforcing lien.
Purchaser's position re dividends and call.
Transfers.
46. The Bank shall keep at its Head Office and at any establishment where Register of a local register of shares is kept books to be called "Registers of Transfers", and therein shall respectively be fairly and distinctly entered particulars of every transfer or transmission of any share on those respective registers
47. The Shareholders' registers and the registers of transfers, kept at the Head Office and at any establishment where local registers are kept, may be closed from time to time during such time as the Board thinks fit not exceeding in the whole forty days in each year. Any such closing shall be notified once at least by advertisement in an English daily newspaper printed and circulating in the place where such closing takes place.
48. The Board may, in its discretion and without assigning any reason therefor. refuse to register the transfer of any share to any person of whom it shall not approve as transferee, or whilst the shareholder making the same is, either alone or jointly with any other person, indebted to the Bank on any account whatsoever. The Board may also refuse to register any transfer of shares on which the Bank has a lien; and the Board shall also be entitled without assigning any specific reason therefor to refuse to register any transfer of shares made to a corporation, sole or aggregate, or to a firm, or to a limited partnership or to any person, firm or corporation holding shares in trust or otherwise than in his or their own right, whether already a shareholder or not.
Periods dur- ing which registers
closed.
may be
Power to decline
to register transfer.
Transfer not
permitted of
49. No shareholder shall be entitled to transfer a share after a call is made thereon, until the call or calls made on that share, and all other calls (if permitted any) due on every other share held by him, and all interest (if any), and all costs and expenses (if any) in respect thereof be paid.
50. The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognised by the Bank as having any title to the shares registered in the name of such shareholder, and in case of the death of any one or more of the joint registered holders of any shares, the survivors shall be the only persons recognised by the Bank as having any title to or interest in such shares.
51. Any person, becoming or claiming to be entitled to shares in conse- quence of the death or bankruptcy of any shareholder or by any lawful means other than by transfer in accordance with these regulations, shall not have any claim upon the Bank in respect of any such shares or of any dividend in respect of the same but may, upon such evidence of title being produced as may from time to time be required by the Board and with the consent of the Board
which cal! have been inade.
Transmission
of registered
shares.
Survivorship
in joint holder,
Transmission
clause. Evidence of title.
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