23164-1911-Supplementary-Bill-re-published--Companies — Page 62

871

office of

182.-(1) If a vacancy occurs by death, resignation, or Power i otherwise in the office of liquidator appointed by the com- vacancy pany in a voluntary winding up, the company in general liquidater. meeting may, subject to any arrangement with its creditors, s Edw. 7 c.

fill the vacancy.

(2) For that purpose a general meeting may be con- vened by any contributory or, if there were more Equidators than one, by the continuing liquidators.

(3) The mecting shall be held in manner prescribed by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be deter- mined by the court.

69 s. 189.

400

of authority

183.-(1) A company about to be, or in course of being wound up voluntarily inay, by extraordinary resolution Delegation delegate to its creditors, or to any committee of them, the to appoint power appointing liquidators or any of them, and of liquidato:s. any supplying vacancies among the liquidators, or enter into [ ]*26, s. 196,

arrangement with respect to the powers to be exercised by

the liquidators, and the manner in which they are to be exercised.

(2) Any act done by creditors in pursuance of any such delegated power shall have the same effect as if it had been done by the company.

if

ment whenI

creditors.

184.--(1) Any arrangement entered into between a Arrange- company about to be, or in the course of being, wound up voluntarily and its creditors shall, subject to any right of binding 2 appeal under this section, be binding on the company Ib, s. 191. sanctioned by an extraordinary resolution, and on the creditors if neeeded to by three fourths in number and value of the ereditors.

(2) Any creditor or contributory may, within three weeks from the completion of the arrangement, appeal to the court against it, and the court may thereupon, as it thinks just, amend, vary, or confirm the arrangement.

tion for sale

185-(1) Where a company is proposed to be, or is in Powerf course of being, wound up altogether voluntarily, and the liquidator to whole or part of its business or property is proposed to be accept trausferred or sold to another company in this section shares ag called the transferee company), the liquidator of the first- as considen- mentioned company (in this section called the transferor of property company) may, with the sanction of a special resolution of of company. that company, conferring either a general anthority on the 1 s. 192. liquidator or an authority in respect of any particular arrangement, receive in compensation or part compensation for the transfer or sale, shares, policies, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the trans- feror company may, in lieu of receiving cash, 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 at either 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 confirmation of the resolution, 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 manner 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 liquidator in such manner as may be determined by special resolution.

(5) A special resolution shall not be invalid for the par- poses of this section by reason that it is passed before 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 not be valid unless sanctioned by the court.

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