112
THE HONGKONG government gaZETTE, 18TH MARCH, 1865.
Prohibition against
carrying on Business
Members.
XLVIII. If any Company under this Ordinance carries on Business when the with less than Seven Number of its Members is less than Seven for a Period of Six Months after the Number has been so reduced, every Person who is a Member of such Company during the Time that it so carries on Business after such Period of Six Months, and is cognizant of the fact that it is so carrying on Business with fewer than Seven Members, shall be severally liable for the Payment of the whole Debts of the Company contracted during such Time, and may be sued for the same, without the Joinder in the Action or Suit of any other Member.
General Meeting of Company.
Power to alter Re-
Resolution.
Provisions for Protection of Members.
XLIX. A General Meeting of every Company under this Ordinance shall be held once at the least in every Year.
L. Subject to the Provisions of this Ordinance, and to the Conditions contained gulations by Special in the Memorandum of Association, any Company formed under this Ordinance may, in General Meeting, from Time to Time, by passing a Special Resolution in manner hereinafter mentioned, alter all or any of the Regulations of the Company contained in the Articles of Association or in the Table marked A. in the First Schedule, where such Table is applicable to the Company, or make new Regulations to the Exclusion of or in addition to all or any of the Regulations of the Company; and any Regulations so made by Special Resolution shall be deemed to be Regulations of the Company of the same Validity as if they had been originally contained in the Articles of Association, and shall be subject in like manner to be altered or modified by any subsequent Special Resolution.
Difinition of Special Resolution.
Provision where no Regulations as to Meetings.
Registry of Special Resolutions.
Copies of Special Resolutions.
LI. A Resolution passed by a Company under this Ordinance shall be deemed to be Special whenever a Resolution has been passed by a Majority of not less than Three- fourths of such Members of the Company for the time being entitled, according to the Regulations of the Company, to vote as may be present, in Person or by Proxy (in cases where by the Regulations of the Company Proxies are allowed), at any General Meeting of which Notice specifying the Intention to propose such Resolution has been duly given, and such Resolution has been confirmed by a Majority of such Members for the time being entitled, according to the Regulations of the Company, to vote as may be present, in Person or by Proxy, at a subsequent General Meeting, of which. Notice has been duly given, and held at an Interval of not less than Fourteen Days, nor more than One Month from the Date of the Meeting at which such Resolution was first passed: At any Meeting mentioned in this Section, unless a Poll is demanded by at least Five Members, a Declaration of the Chairman that the Resolution has been carried shall be deemed conclusive Evidence of the Fact, without Proof of the Number or Proportion of the Votes recorded in favour of or against the same: Notice of any Meeting shall, for the purposes of this Section, be deemed to be duly given and the Meeting to be duly held, whenever such Notice is given and Meeting held in manner prescribed by the Regulations of the Company: In computing the Majority under this Section, when a Poll is demanded, Reference shall be had to the Number of Votes to which each Member is entitled by the Regulations of the Company.
LII. In default of any Regulations as to voting every Member shall have One Vote, and in default of any Regulations as to summoning General Meetings a Meeting shall be held to be duly summoned of which Seven Days Notice in Writing has been served on every Member in manner in which Notices are required to be served by the Table marked A. in the First Schedule hereto, and in default of any Regulations as to the Persons to summon Meetings Five Members shall be competent to summon the same, and in default of any Regulations as to who is to be Chairman of such Meeting, it shall be competent for any Person clected by the Members present to preside.
LIII. A Copy of any Special Resolution that is passed by any Company under this Ordinance shall be printed and forwarded to the Registrar, and be recorded by him: If such Copy is not so forwarded within Fifteen Days from the Date of the Confirmation of the Resolution, the Company shall incur a Penalty not exceeding Twenty-five Dollars for every Day after the Expiration of such Fifteen Days during which such Copy is omitted to be forwarded, and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such Default shall incur the like Penalty.
LIV. Where Articles of Association have been registered, a Copy of every Special Resolution for the time being in force shall be annexed to or embodied in every Copy of the Articles of Association that may be issued after the passing of such Resolution:
*
No comments yet.
Private notes are available after approval.