714698-1865-HONGKONG-ANNO-VICESIMO-OCTAVO-VICTORIE-REGINE-NO-1-OF-1865- — Page 35

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THE HONGKONG GOVERNMENT GAZETTE, 18m MARCH, 1865.

ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM OF ASSOCIATION. (1.) The Company, for the purpose of Registration, is declared to consist of Five hundred Members. (2.) The Directors hereinafter mentioned may whenever the Business of the Association requires it,

register an Increase of Members.

Definition of Members,

(3.) Every Person shall be deemed to have agreed to become a Member of the Company who insures

any Ship or Share in a Ship in pursuance of the Regulation hereinafter contained.

General Meetings.

(4.) The First General Meeting shall be held at such Time, not being more than Three Months after

the Incorporation of the Company, and at such Place, as the Directors may determine.

(5.) Subsequent General Meetings shall be held at such Time and Place as may be prescribed by the Company in General Meeting; and if no other Time or Place is prescribed, a General Meeting shall be held on the First Monday in February in every Year, at such Place us may be determined by the Directors.

(6.) The above-mentioned General Meetings shall be called Ordinary Meetings: All other General

Meetings shall be called Extraordinary,

(7.) The Directors may, whenever they think fit, and they shall, upon a Requisition made in Writing

by any Five or more Members, convene an Extraordinary General Meeting.

(8.) Any Requisition made by the Members shall express the Object of the Meeting proposed to be

called, and shall be left at the registered Office of the Company.

(9.) Upon the receipt of such Requisition the Directors shall forthwith proceed to convene a General Meeting: If they do not proceed to convene the same within Twenty-one Days from the Date of the Requisition, the Requisitionists, or any other Five Members, may themselves convene a Meeting.

Proceedings at General Meetings.

(10.) Seven Days' Notice at least, specifying the Place, the Day, and the Hour of Mecting, and in case of Special Business the General Nature of such Business, shall be given to the Members in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company in General Meeting; but the Non-receipt of such Notice by any Member shall not invalidate the Proceedings at any General Meeting.

(11.) 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 Reports of the Directors.

(12.) No Business shall be transacted at any Meeting except the Declaration of a Dividend, unless a Quorum of Members is present at the Commencement of such Business; and such Quorum shall be ascertained as follows; that is to say, if the Members of the Company at the time of the Meeting do not exceed Ten in Number, the Quorum shall be Five; if they exceed Ten there shall be added to the above. Quorum One for every Five additional Members up to Fifty, and Que for every Ten additional Members after Fifty, with this Limitation, that no Quorum shall in any case exceed Thirty.

(13.) If within One Hour from the time appointed for the Meeting a Quorum of Members is not pre- sent, the Meeting, if convened upon the Requisition of the Members, shall be dissolved: In any other case it shall stand adjourned to the same Day in the following Week at the same Time anil Place; and if at such adjourned Meeting a Quorum of Members is not present, it shall be-ad- journed sine die.

(14.) The Chairman (if any) of the Directors shall preside as Chairman at every General Meeting of

the Company.

́(15.) If there is no such Chairman, or if at any Meeting he is not present at the time of holding the same, the Members present shall choose some One of their Number to be Chairman of such Meeting.

(16.) The Chairman may, with the Consent of the Meeting adjourn any 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.

(17.) At any General Meeting, unless a Poll is demanded by at least Five Members, a Declaration by the Chairman that a Resolution has been carried, and an Entry to that effect in the Book of Proceedings of the Company, shall be suflicient Evidence of the Fact, without Proof of the Number or Proportion of the Votes recorded in favour of or against such Resolution.

(18.) If a Poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairman directs, and the Result of such Poll shall be deemed to be the Resolution of the Company in General Meeting,

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