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Business of
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4. The business of the Company shall include the the Company several objects mentioned in or within the scope or meaning of the Memorandum of Association and all mat- ters incidental thereto and shall, subject to the provisions of these presents be managed conducted and controlled by the Directors who shall have full and absolute discretionary power and authority on behalf and in the name of the Company generally to manage, conduct and control the business of the Company,
Company not
5. None of the funds of the Company shall be em- to purchase ployed in the purchase of, or lent on shares of the
Company.
or advance
on its own
shares.
4
Board may commence branch business.
Banking account.
Capital.
Increase of capital,
6. Any branch or kind of business which by the Memorandum of Association of the Company or these Articles is either expressly or by implication authorised to be undertaken by the Company may be undertaken by the Board at such time or times as they shall think fit, and further may be suffered by them to be in abey- ance whether such branch or kind of business may have been actually commenced or not, so long as the Board may deem it expedient not to commence or proceed with such branch or kind of business.
Banking Account.
7. The Banking account of the Company shall be kept in the name of the Company at such Bank or Banks as the Directors may determine.
Capital and Alteration of Capital.
8. The Capital of the Company shall consist of Six hundred thousand Dollars divided into Sixty thousand Shares of Ten Dollars each.
9. The Company in General Meeting may from time to time, by Special Resolution (whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not) increase the capital by the creation and issue of new shares by such number and of such amount as may be determined by the Re-
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solution of the Meeting of the Company creating the new shares.
shares to be issued.
10. The new shares shall be issued upon such terms How new and conditions, and with such rights and privileges an- nexed thereto as the general meeting resolving upon the creation thereof, shall direct, and if no direction be given, as the Directors shall determine; and in par- ticular such shares may be issued with a preferential or qualified right to dividends, and with a preferential or qualified right in the distribution of assets of the Com- pany, and with a special or without any right of voting.
11. The Company in general meeting may before When to be the issue of any new shares, determine that the same, or offered to any of them, shall be offered in the first instance, and
existing members. either at par or at a premium, to all the then members or any class thereof in proportion to the amount of the capital held by them, or make any other provisions as to the issue and allotment of the new shares; but in default of any such determination, or so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the original capital.
12. Subject to any resolutions of the Company in Allotment of General Meeting upon any increase of the Capital of the shares. Company, the shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons, on such terms and conditions, and at such times, as the Directors think fit, and with full power to give to any person the call of any shares either at par or at a premium, and for such time, and for such con- sideration as the Directors think fit.
13. If owing to any inequality in the number of Board new shares to be issued and the number of shares held to settle by members entitled to have the offer of such new shares, amongst difficulty any difficulty shall arise in the apportionment of such members. new shares, or any of them, amongst the members, such difficulty shall, in the absence of direction by the Com- pany in general meeting, be settled by the Board.
14. Except so far as otherwise provided by the con- New shares ditions of issue, or by these Articles, any capital raised to form part by the creation of new shares, shall form part of the of original
capital,
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