190
150
1st Schedule. fixed by or pursuant to the regulations of the com- Table A. pany as the necessary quorum of directors, the con- -contd.
tinuing directors may act for the purpose of increas ing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.
84. The directors may elect a chairman of their ineetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting. 85. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers delegated conform to any regulations that may be imposed on it by the directors,
80
86. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.
87. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the inembers present, and in case of an equality of votes the chairman shall have a second or casting vote.
88. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be Դ director.
Dividends and Reserve.
89. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.
90. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.
91. No dividend shall be paid otherwise than out of profits.
any,
92. Subject to the rights of persons, if entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the com- pany dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this article as paid on the share.
93. The directors may, before recomuneuding any dividend, set aside out of the profits of the company such sums as they think proper as a reserve Or reserves which shall, at the discretion of the directors, be applicable for meeting contingencies, or for equalising dividends, or for any other purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time to time think it.
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94. If several persons are registered as joint holders 1st Schedule. of any share, any one of them may give effectual Table A. receipts for any dividend or other moneys payable on -contd. or in respect of the share.
95. Any dividend may be paid by cheque or war- runt sent through the post to the registered address of the member or person entitled thereto or in the case of joint holders to any one of such joint holders at his registered address or to such person and such address as the member or person entitled or
such joint holders as the case may be may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such other person as the member or person entitled or such joint holders as the case may be
may direct.
96. No dividend shall bear interest against the company.
97. The directors shall cause proper books of account to be kept with respect to-
All sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;
All sales and purchases of goods by the com. pany; and
The assets and liabilities of the company.
98. The books of account shall be kept at
the registered office of the company, or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.
99. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the secounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as ferred by statute or authorised by the directors or by the company in general meeting.
con-
100. The directors shall from time to time in accordance with section 122 of the Ordinance, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets and reports as are referred to in that section.
101. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the company in general meeting together with a copy of the Auditors' report shall not less than seven days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the company.
Audit.
102. Auditors shall be appointed and their duties regulated in accordance with sections 131, 132 and 133 of the Ordinance.
Notices.
103. A notice may be given by the company to any member either personally or by sending it by post to him to his registered address, or (if he has no registered address within the Colony) to the address, if any, within the Colony supplied by him to the company for the giving of notices to him.
Where a notice is sent by post, service of the notice shall be deemed to be effected by properly
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