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1st Schedule. ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING
Table C.
-contd.
MEMORANDUM OF ASSOCIATION.
Preliminary.
1. In these regulations:-
The Ordinance means the Companies Ordinance,
1932.
When any provision of the Ordinance is referred
to the reference is to such provision modified by any Ordinance for the time being in forcée.
Unless the context otherwise requires, expressions defined in the Ordinance or any statutory modification thereof in force at the date at which these regulations become binding on the company, shall have the meanings fo defined.
Members.
2. The number of members with which the comi- pany proposes to be registered is 500, but the directors
an time register increase may from time to members.
of
3. The subscribers to the memorandum association and such other persons as the directors shall admit to membership shall be members of the
of
company.
General Meetings.
4. The first general meeting 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 every calendar year at such time (nos heing more than fifteen months after the holding of the last preceding general meeting) and place as may be prescribed by the company in general meeting, or, in default, at such time in the third month 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 month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the directors.
6. The above-mentioned general meetings shall be called ordinary general meetings; all other general meetings shall be called extraordinary general meetings.
7. The directors may, whenever they think fit, convene an extraordinary general meeting, and extra- ordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 113 of the Ordinance. If at any time there are not within the Colony sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.
Notice of General Meetings.
8. Subject to the provisions of section 116 (2) of the Ordinance relating to special resolutions, seven days' notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notics is given) specifying the place, the day, and the hour of meet- ing and, in case of special business, genera!
the
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nature of that business shall be given in manner 1st Schedule. hereinafter mentioned, or in such other manner, if Table C. any, as may be prescribed by the company in general --contd. meeting, to such persons as are, under the regulations of the company, entitled to receive such notices from the company; but, with the consent of all the members entitled to receive notice of sonte particular meeting, that meeting may be convened by such shorter notice and in such manner as those members may think fit.
a
9. The accidental omission to give notice of meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at any meeting.
Proceedings at General Meetings.
10. All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted 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.
11. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, three members personally present shall be a quorum.
12. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting,
if convened upon the requisition of members, shall be dissolved; in any other case it shali Bland adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum,
13. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company.
14. If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or 19 unwilling to act as chairman, the members present shall choose some one of their number to be chairman,
15. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
16. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two members present in person or by proxy entitled to vote and, unless a poll is so demanded, a declaration by the chairman that a resolution has, on e show of hands, been carried, or carried unanimous- ly, or by a particular majority, or lost, and
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