Francis Beaufort Palmer.

Company precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) online

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(61.) The company at the general meeting at which any directors retire in manner
aforesaid shall fill up the vacated offices by electing a like number of
persons.

(62.) If at any meeting at which an election of directors ought to take place
the places of the vacating directors arc not filled up, the meeting shall
stand adjourned till the same day in the next week, at the same time and
place ; and if at such adjom-ned meeting the places of the vacating directors
are not filled up, the vacating directors, or such of them as have not had
their places filled up, shall continue in office until the ordinary meeting in
the next year, and so on from time to time until their places are filled up.

(63.) The company may from time to time, in general meeting, increase or reduce
the nmnber of directors, and may also detenuine in what rotation such
increased or reduced number is to go out of office.

(64.) Any casual vacancy occurring in the board of directors may be filled up by
the directors, but any person so chosen shall retain his ofiice so long only
as the vacating director would have retained the same if no vacancy had
occurred.

(65.) Tlie company, in general meeting, may, by a special resolution, remove
any director before the expu-ation of his period of office, and may by an
ordinary resolution appoint another person in his stead : the person so
appointed shall hold office dui-ing such time only as the director in whose
place he is appointed would have held the same if he had not been
removed.



Proceedings of Directors.

(66.) The directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings as they think fit, and determine the
quorum necessary for the transaction of business : questions arising at any
meeting shall be decided by a majority of votes : in case of an equality of
votes the chairman shall have a second or casting vote : a director may at
any tune summon a meeting of the dii-ectors.

(67.) The directors may elect a chairman of their meetings, and determine the
period for wliich he is to hold office ; but if no such chairman is elected, or
if at any meeting the chairman is not present at the time appointed for
holding the same, the directors present shall choose some one of their
number to be chainnan of s^ich meeting.

(68.) The directors may delegate any of their powers to committees consisting of
such member or members of their body as they think fit : any conunittee
so fomied shall, in the exercise of the powers so delegated, conform to any
regulations that may be imposed on them by the directors.

(69.) A committee may elect a chairman of thcii- meetings : if no such chairman
is elected, or if he is not present at the time appointed for holding the
same, the members present shall choose one of their number to be chairman
of such meeting.

(70.) A committee may meet and adjom-n as they think pro]3er : questions arising
at any meeting shall be deteiTuined by a majority of votes of the members
present; and in case of an equality of votes the chairman shall have a
second or casting vote.

(71.) All acts done by any meeting of the directors, or of a committee of dii-ectors,
or by any person acting as a director, shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of
any such dii-ectors or persons acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such person had been
duly appointed and was qualified to be a director.



806 Appendix A.



Dividends.

(72.) The directors may, witli the sanction of the company in general meeting,
declare a dividend to be paid to the members in proportion to their shares.

(73.) No dividend shall be payable except out of the profits arising from the
business of the company.

(74.) The directors may, before recommending any dividend, set aside out of the
profits of the company such svim as they think proper as a reserved fund
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining the "works connected -ftdth the business of the company, or any
part thereof ; and the directors may invest the sum so set apart as a reserved
fund upon such seciu-ities as they may select.

(75.) The directors may deduct from the dividends payable to any member all such
sums of money as may be due from him to the company on account of calls
or other'n'ise.

(76.) Notice of any dividend that may have been declared shall be given to each
member in manner hereinafter mentioned ; and all dividends unclaimed for
three years after having been declared may be forfeited by the directors
for the benefit of the company.

(77.) No dividend shall bear interest as against the company.



Accounts.

(78.) The directors shall cause true accounts to be kept, —
Of the stock in trade of the company ;

Of the sums of money received and expended by the company, and the
matter in respect of which such receipt and expenditure takes place ;
and,
Of the credits and liabilities of the company :
The books of account shall be kej)t at the registered office of the company,
and, subject to any reasonable restrictions as to the time and manner of
inspecting the same that may be imposed by the company in general
meeting, shall be open to the inspection of the members dm-ing the hours
of business.

(79.) Once at the least in every year the dii-ectors shall lay before the company
in general meeting a statement of the income and exjjenditm'e for the past
year, made up to a date not more than three months before such meeting.

(80.) The statement so made shall show, aiTanged imder the most convenient
heads, the amount of gi-oss income, distinguishing the several sources
fi'om which it has been derived, and the amoimt of gToss expenditm-e,
distinguishing the expense of the estabhshment, salaries, and other like
matters : every item of expenditiu-e faii-ly chargeable against the year's
income shall be brought into account;'so that a just balance of profit
and loss may be laid before the meeting ; and in cases where any item
of expendittu'e wliich may in faii'uess be distributed over several years
has been incurred in any one year the whole amount of such item shall
be stated, with the addition of the reasons why only a portion of such
expenditure is charged against the income of the year.

(81.) A balance-sheet shall be made out in every year, and laid before the company
in general meeting, and such balance-sheet shall contain a simmiary of the
property and liabilities of the company arranged vmder the heads appearing
in the form annexed to this table, or as near thereto as circumstances
admit.

(82.) A printed copy of such balance-sheet shall, seven days prevdously to such
meeting, be served on every member in the manner in which notices are
hereinafter directed to be served.



Audit.

(83.) Once at the least in every year the accounts of the company shall be
examined, and the correctness of the balance-sheet ascertained, by one or
more auditor or auditors.



The Companies Act, 1862. Act of 1862 807

(84.) The first auditors sluill bo appointed by the directors : subsequent auditors
shall be appointed by the company in general meeting.

(85.) If one auditor onlj^ is appointed, all the provisions herein contained relating
to auditors shall apply to him.

(86.) The auditors may be members of the company ; but no person is eligible as
an auditor who is interested otherwise than as a member in any transaction
of the company ; and no director or other officer of the company is eligible
during his continuance in office.

(87.) The election of auditors shall be made by the company at their ordinary
meeting in each year.

(88.) The remuneration of the first auditors shall be fixed by the directors ; that
of subsequent auditors shall be fixed by the company in general meeting.

(89.) Any auditor shall be re-eligiblc on his quitting office.

(90.) If any casual vacancy occurs in the office of any auditor appointed by the
company, the directors shall forthwith call an extraordinary general meeting
for the purpose of supplying the same.

(91.) If no election of auditors is made in manner aforesaid the Board of Trade
may, on the application of not less than five members of the company,
appoint an auditor for the euiTent year, and fix the remuneration to be
paid to him by the company for his services.

(92.) Every aiiditor shall be supplied with a copy of the balance-sheet, and it
shall be his dvity to examine the same, with the accounts and vouchers
relating thereto.

(93.) Every auditor shall have a list delivered to him of all books kept by the
company, and shall at all reasonable times have access to the books and
accounts of the company : he may, at the expense of the company, employ
accountants or other persons to assist him in investigating such accounts,
and he may in relation to such accounts examine the directors or any
other officer of the company.

(94.) The auditors shall make a report to the members upon the balance-sheet
and accounts, and in every such report they shall state whether, in their
opinion, the balance-sheet is a frdl and fair balance-sheet containing the
particulars required by these regulations, and properly drawn up so as to
exhibit a time and correct view of the state of the company's aft'au-s, and
in case they have called for explanations or information from the dii-ectors,
whether such explanations or information have been given by the directors,
and whether they have been satisfactory ; and such report shall be read,
together with the report of the dii'ectors, at the ordinary meeting.



N'otiees.

(95.) A notice maybe served by the company upon any member either personally
or by sending it through the post in a prepaid letter addi-essed to such
member at his registered place of abode.

(96.) AU notices directed to be given to the members shall, with respect to any
share to which persons are jointly entitled, be given to whichever of such
persons is named fu-st in the register of members ; and notice so given
shall be sufficient notice to all the holders of such share.

(97.) Any notice, if served by post, shall be deemed to have been served at the
tune when the letter containing the same would be delivered in the ordinary
course of the post ; and in proving svich service it shall be sufficient to prove
that the letter containing the notices was properly addi-essed and put into
the post-office.



«



808



Appendix A.



COMPANIES, &c. (FiEST Schedule.



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The Companies Act, 1862.



Act of 1862



809



TABLE B.

Table of Fees to bo paid to the Registrar of Joint Stock Companies hj a
Company haviBg a Ciipitul divided into Shares.

£ s. d.
For registration of a company whoso nominal capital does not exceed

2,000/., a fee of 2

For registration of a company whoso nominal capital exceeds 2,000/. , the
above fee of 21. , with the follo-wnng additional fees, regulated accord-
ing to the amonnt of nominal (t:i])ital ; (that is to say.) £ s. d.
For every 1,000/. of nominal capital, or part of 1,000/.,

after the first 2,000/. , up to 5,000/ 1

For every 1,000/. of nominal capital, or part of 1 ,000/.,

after the first 5,000/. , up to 1 00,000/ 5

For every 1,000/. of nominal capital, or part of 1,000/.,

after the fii-st 100,000/ 10

For registration of any increase of capital made after the first regis-
tration of the company, the same fees per 1,000/., or part of 1,000/.,
as would have been payable if such increased capital had formed
part of the original capital at the time of registration.
Provided that no company shall be liable to pay in respect of noniinal
capital, on registration or afterwards, any greater amoimt of fees
than 50/., taking into account in the case of fees payable on
an increase of capital after registration the fees paid on regis-
tration.
For registration of any existing company, except such companies as
are by this Act exempted from payment of fees in respect of regis-
tration under this Act, the same fee as is charged for registering
a new company.
For registering any document hereby required or authorized to be regis-
tered, other than the memorandum of association 6

For making a record of any fact hereby authorized or required to

be recorded by the registrar of companies, a fee of 5



TABLE C.

Table of Fees to be paid to the Registeae of Joint Stock Companies by a
Company not having a Capital divided into Shares.

For registration of a company whose number of members, as stated £ s. d.
in the articles of association, does not exceed 20 2

For registration of a company whose niunber of members, as stated

in the articles of association, exceeds 20, but does not exceed 100. . 5

For registration of a company whose niunber of members, as stated
in the articles of association, exceeds 100, but is not stated to be
unlimited, the above fee of 5/. ,"ndtli an additional 5s. for every
50 members, or less munber than 50 members after the first 100.

For registration of a company in which the number of members is stated

in the articles of association to be unluuited, a fee of 20

For registration of any increase on the number of members made after
the registration of the company in respect of every 50 members, or
less than 50 members, of such increase 5

Provided that no one company shall be liable to pay on the whole a
greater fee than 20/. in respect of its nimiber of members, taking
into account the fee paid on the first registration of the company.

For registration of any existing company, except such companies as
are by this Act exempted from payment of fees in respect of regis-
tration under this Act, the same fee as is charged for registering
a new company.

For registering any document hereby required or authorized to be

registered, other than the memorandum of association 5

For making a record of any fact hereby authorized or required to

be recorded by the registrar of companies, a fee of 5



810 Appendix A.



POEM D.

Form of Statement referred to in Part III. of the Act.

* The capital of the company is , divided into shares of each.

The number of shares issued is .

Calls to the amount of pounds per share have been made, under which the

sum of pounds has been received.

The liabilities of the company on the first day of Januaiy {or July) were, —
Debts owing- to sundry persons by the company.

On judgment, 1.

On specialty, 1.

On notes or bills, L

On simple contracts, 1.

On estimated liabilities, 1.

The assets of the company on that day were —
Grovernment securities \_stating theni]

Bills of exchange and promissory notes, 1.

Cash at the bankers, 1.

Other securities, 1.

* If the company has no capital divided into shares, the portion of the statement relating
to capital and shares must be omitted.



SECOND SCHEDULE.



FORM A.

Memoeandum of Association of a Company limited by Shares. -

1st. The name of the company is "The Eastern Steam Packet Company,
Limited."

2nd. The registered office of the company will be situate in England.

3rd. The objects for which the company is established are, " the conveyance of
passengers and goods in ships or boats between such places as the company may
from time to time determine, and the doing aU such other things as are incidental
or conducive to the attaimnent of the above object."

4th. The liability of the members is limited.

5th. The capital of the company is two hundi-ed thousand pounds, divided into
one thousand shares of two hundred pounds each.

We, the several persons whose names and addi'esses are subscribed, are desirous
of being formed into a company, in piu'suance of this memorandiun of
association, and we respectively agree to take the number of shares in the
capital of the company set opposite our respective names.



Names, Addresses, and Descriptions of Subscribers.


Number of Shares

taken by

each Subscriber.


" 1.

«' 9


John Jones, of , in the county of merchant . .

John Smith, of , in the county of


200
25


" 3.
'< 4.


Thomas Green, of , in the county of

John Thompson, of , in the county of

Caleb AVhite of , in the county of


30
40
15


" 0.
" 7.


Andrew Brown, of , in the county of

Ctesar Wliite, of in the county of . , ,


5
10


Total shares taken






325









Dated the 22nd day of November, 18G1.

Witness to the above Higuaturos,

A. B., No. 13, Hute Street, Clerkenwell, Middlesex.



The Companies Act, 1862. Act of 1862 811



FORM B.

Memorandum aud Aeticles of Association of a Company limited by Guarantee,
and not having a Capital divided into Shares.

Memorandum of Association.

1st. The name of the company is "The Mutual London Marine Association,
Limited."

2nd. The registered office of the company will be situate in England.

3rd. The objects for which the company is established are, ' ' the mutual insui-ance
of sliips belonging to members of the company, and the doing all such other things
as are incidental or conducive to the attainment of the above objects."

4th. Every member of the company undertakes to contribute to the assets of the
company in the event of the same being wound up during the time that he is a
member, or within one year afterwards, for payment of the debts and liabilities of
the company contracted before the time at which he ceases to be a member, and the
costs, charges, and expenses of winding-up tlie same, and for the adjustment of the
rights of the coutributories amongst themselves, sxich amount as may be reixuired
not exceeding ten pounds.

We, the several persons whose names and addresses are subscribed, are desirous of
being formed into a company, in pursuance of this memorandum of association.

Names, Addresses, and Descriptions of Subscribers.

"1. John Jones of , in the county of , merchant.

"2. John Smith of , in the county of .

" 3. Thomas Green of , in the county of .

"4. John Thompson of , in the county of .

"5. Caleb White of , in the county of .

"6. Andi'ew Brown of , in the county of .

" 7. Caesar White of , in the county of .

Dated the 22nd day of November, 1861.
Witness to the above signatures,

A. B., No. 13, Hute Street, Clerkenwell, Middlesex.



Articles of Association to accompany 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 insiu'es any ship or share in a ship in pursuance of the
regidations hereinafter contained.

General Meetings.

(4.) The first general meetiug 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 as 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.



812 ' Appendix A.

(8.) Any requisition made by the members sball express the object of the meeting
proposed to be called, and shall be left at the registered of&ce of the com-

(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 the least, specifying the place, the day, and the hour
of meeting, and in case of special business the general nature of such busi-
ness, 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 bo 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.

(12.) No business shall be transacted at any meeting except the declaration of
a dividend, tinless a quorum of members is present at the commencement
of such business ; and such quonmi 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 one for every ten additional members after fifty, with this
limitation, that no quonun shall in any case exceed thirty.

(13.) If within one hour from the tune appointed for the meeting a quorum
of members is not present, the meeting, if convened upon the requisition
of the members, shall be dissolved : in any other case it shall stand ad-
journed to the same day in the following week at the same time and place ;
and if at such adjoiuTied meeting a quorum of members is not present, it
shall be adjoui'ned sine die.

(14.) The chamnan (if any) of the directors shall preside as chaiitnan 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 chau-man may, with the consent of the meeting, adjourn any meeting
from time to time and from place to place, but no business shall be trans-
acted at any adjourned meeting other than the btisiness left unfinished at
the meeting from which the adjoxu-nment 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
sufficient e^^dence of the fact, without proof of the munber or proportion
of the votes recorded in favoiu- 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 residt of sxicli poll shall be deemed
to be the resolution of the company in general meeting.

Votes of Members.

(19.) Every member shall have one vote and no more.

(20.) If any member is a lunatic or idiot he may vote by his committee, curator
bonis, or other legal curator.

(21.) No member shall be entitled to A-otc at any meeting unless all moneys due
from him to the company have bct^n paid.

(22.) Votes may be given either persoiuilly or by proxies : a proxy shall be
appointed in writing under the hand of the appointor, or, if such appointor
is a corporation, under its cnnmion seal.

(23.) No perscm shall be a]ipointed a proxy who is not a member, and the instni-
nicTit appointing him shall be deposited at the register(>d office of the com-
pany 7iot less than forty-eight hoiu-s before the tune of holding the meeting
at whieh he proposes to votc.



The Companies Act, 1862. Act of 1862 813

(24.) Any instrument appointing' a proxy shall Ijc in tlie following fonn : —

" Company, Limited.

" , of , in the county uf , being a member of the Com-
pany, Limited, hereby appoint , of , as my proxy, to vote for me



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 107 of 134)