THE HONGKONG GOVERNMENT GAZETTE, DECEMBER 15, 1911.
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office of
182.--(1) If a vacancy occurs by death, resignation, or Power to fill otherwise in the office of liquidator appointed by the com- vacancy in pany in a voluntary winding up, the company in general liquidator. meeting may, subject to any arrangement with its creditors, & Edw. 7 c. fill the vacauey,
(2) For that purpose a general meeting may be con- vened by any contributory or, if there were more liquidators than oue, by the continuing liquidators.
(3) The meeting shall be held in manner prescribed by the articles, or in such manner as may, ou application by any contributory or by the continuing liquidators. be deter- mined by the court.
60 s. 189.
183.--(1) A company about to be, or in course of being Delegation wound up voluntarily may, by extraordinary resolution of authority delegate to its creditors, or to any committee of them, the to appoint
liquidators. power of appointing liquidators or any of them, and of 76, s. 190. supplying vacancies among the liquidators, or enter into any arrangement with respect to the powers to be exercised by the liquidators, and the manner in which they are to he exercised.
(2) Any act done by creditors in pursuance of any such delegated power shall have the same cler as if it had been done by the company,
ment when
184.-1) Any arrangeme it entered into between a Arrange- company about to be, or in the course of being, wound WP binding on voluntarily and its creditors shali, subject to any right of Creditors. -appeal under this section, be binding on the company if 7h, s. 191.
sanctioned by an extraordinary resolution, and on the creditors if acceded to by three fourths in number and value of the greditors.
(2) Any creliior or contributory may, within three weeks from the completion of the arrangement, appeal to the court against it, and the court may ther upon, as it thinks just, amend, vary, or confirm the arrangeaient.
Th. & 192.
185.--(1) Where a company is proposed to be, or is in Power of course of being, wound up altogether voluntarily, and the liquidator to whole or part of its business or propery is proposed to be accept transferred or sold to another company in this section shares &c.
as considera- called the transferce company), the lignitator of the first- tion for sale mentioned company (in this section called the transferor nt property company) may, with the sanction of a special resolution of of company. that company, couferring either a general authority on the liquidator or an authority in respect of any partienlar arrangement, receive in compensation or part compensation for the transfer or sale, shares, policies, or other like interests in the transferce company, for distribution among the mc.nbers of the transferor company, or may enter into any other arrangement whereby the members of the trans- foror company may, in lieu of receiving ish, shares, policies or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company.
(2) Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor company. (3) if any member of the transferor company who did not vote in favour of the special resolution as other of the meetings held for passing and confirming the same expresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within seven days after the confirmuation of the resaldion, he may require the liquidator either to abstain from carrying the resolution into effect, or to purchase his interest at a price to be determined by agreement or by arbitration in männer provided by this section.
(4) If the liquidator elects to purchase the member's interest the purchase money must be paid "before the com- pany is dissolved, and be raised by the fi quidator in such manuer as may be determined by special resolution.
(5) A special resolution shall not be invalid for the pur- poses of this section by reason that it is passed Lefore or concurrently with a resolution for winding up the company, or for appointing liquidators; but, if an order is made within a year for winding up the company by or subject to the supervision of the court, the special resolution shall rot be valid unless sanctioned by the court,
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