Companies Act, 1862

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Second Schedule.

Sect. 71 .

Form A.

Memorandum of Association of a Company limited by Shares.

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

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

3d. The objects for which the company is established are, “the con “veyance of passengers and goods in ships or boats between such places “as the company may from time to time determine, and the doing all “such other things as are incidental or conducive to the attainment of “the above object.”

4th. The liability of the members is limited.

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

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; and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Dated the 22d day of November 1861.

Witness to the above signatures,

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

Form B.

Memorandum and Articles 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.”

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

3d. The objects for which the company is established are, “the mutual “insurance of ships 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 the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required 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.

Dated the 22d 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 herein-after 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 regulations herein-after 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 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.

(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 the least, specifying the place, the day, and the hour of meeting, and in case of special business the general nature of such business, shall be given to the members in manner herein-after 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 report 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 one 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 present, 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 and place; and if at such adjourned meeting a quorum of members is not present, it shall be adjourned 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 sufficient 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.

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 vote at any meeting unless all monies due from him to the company have been paid.

(22.) Votes may be given either personally 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 common seal.

(23.) No person shall be appointed a proxy who is not a member; and the instrument appointing him shall be deposited at the registered office of the company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote.

(24.) Any instrument appointing a proxy shall be in the following form:—

Company Limited.

I,                  , of                  , in the county of                  , being a member of the                   Company Limited, hereby appoint                  , of                  , as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be,] general meeting of the company to be held on the                   day of                  , and at any adjournment thereof to be held on the                   day of                   next, [or, at any meeting of the company that may be held in the year ].

As witness my hand, this                   day of                   . Signed by the said                   in the presence of                   .

Directors.

(25.) The number of the directors, and the names of the first directors, shall be determined by the subscribers of the memorandum of association.

(26.) Until directors are appointed, the subscribers of the memorandum of association shall for all the purposes of this Act be deemed to be directors.

Powers of Directors.

(27.) The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not hereby required to be exercised by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made.

Election of Directors.

(28.) The directors shall be elected annually by the company in general meeting.

Business of Company.

[Here insert rules as to mode in which business of insurance is to be conducted.]

Accounts.

(29.) The accounts of the company shall be audited by a committee of five members, to be called the audit committee.

(30.) The first audit committee shall be nominated by the directors out of the body of members.

(31.) Subsequent audit committees shall be nominated by the members at the ordinary general meeting in each year.

(32.) The audit committee shall be supplied with a copy of the balance sheet, and it shall be their duty to examine the same with the accounts and vouchers relating thereto.

(33.) The audit committee shall have a list delivered to them of all books kept by the company, and they shall at all reasonable times have access to the books and accounts of the company: They may, at the expense of the company, employ accountants or other persons to assist them in investigating such accounts, and they may in relation to such accounts examine the directors or any other officer of the company.

(34.) The audit committee 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 full and fair balance sheet, containing the particulars required by these regulations of the company, and properly drawn up so as to exhibit a true and correct view of the state of the company's affairs, and, in case they have called for explanation or information from the directors, 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 directors, at the ordinary meeting.

Notices.

(35.) A notice may be served by the company upon any member either personally, or by sending it through the post in a prepaid letter addressed to such member at his registered place of abode.

(36.) Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed, and put into the post office.

Winding up.

(37.) The company shall be wound up voluntarily whenever an extraordinary resolution, as defined by the Companies Act, 1862, is passed, requiring the company to be wound up voluntarily.

Names, addresses, and descriptions of subscribers.

Dated the 22d day of November 1861.

Witness to the above signatures,

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

Form D.

Memorandum and Articles of Association of a Company limited by Guarantee, and having a Capital divided into Shares.

Memorandum of Association.

1st. The name of the company is “The Highland Hotel Company, Limited.”

2d. The registered office of the company will be situate in Scotland.

3d. The objects for which the company is established are “the “facilitating travelling in the Highlands of Scotland, by providing “hotels and conveyances by sea and by land for the accommodation of “travellers, and the doing all such other things as are incidental or “conducive to the attainment of the above object.”

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 the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding twenty 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.

Dated the 22d 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 capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each.

2. The directors may, with the sanction of the company in general meeting, reduce the amount of shares.

3. The directors may, with the sanction of the company in general meeting, cancel any shares belonging to the company.

4. All the articles of table A. shall be deemed to be incorporated with these articles, and to apply to the company.

We, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the company set opposite our respective names.

Dated the 22d day of November 1861.

Witness to the above signatures,

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

Form D.

Memorandum and Articles of Association of an unlimited Company, having a Capital divided into Shares.

Memorandum of Association.

1st. The name of the company is “The Patent Stereotype Company.”

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

3d. The objects for which the company is established are “the “working of a patent method of founding and casting stereotype plates, “of which method John Smith, of London, is the sole patentee.”

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

Names, addresses, and descriptions of subscribers.

Dated 22d day of November 1861.

Witness to the above signatures,

A.B., No. 20, Bond Street, Middlesex.

Articles of Association to accompany the preceding Memorandum of Association.

Capital of the Company.

The capital of the company is two thousand pounds, divided into twenty shares of one hundred pounds each.

Application of Table A.

All the articles of table A. shall be deemed to be incorporated with these articles, and to apply to the company.

We, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the company set opposite our respective names.

Dated the 22d day of November 1861.

Witness to the above signatures,

A.B., No. 20, Bond Street, Middlesex.

Form E[¹]

No. of Certificate                   .

Summary of Capital and Shares of the                   Company.                  made up to the                   day of                   18                   (being the fourteenth day succeeding the                   date of the First Ordinary General Meeting in 18                   ).

* Where there are shares of different kinds (e.g., A. or B., or 100l. or 5 l.) state the numbers and nominal values separately.                   † Specify the existing shares only, as shown in the list,                   ‡ Where various amounts have been called, or there are shares of different kinds (e,g., A. or B., or 100l. or 5 l.) state them separately.                   § Include what has been received on forfeited, as well as on existing, shares.                   ║ State the aggregate number of shares forfeited (if any).

N.B.—The return is to be signed, at the end, by a director, manager, secretary, or other authorized officer of the Company.

Presented for filing by                   .

List of Persons holding Shares in the                   Company,                  , on the                   day of                  , 18                  , and of Persons who have held Shares therein at any time during the Year immediately preceding the said date, showing their Names and Addresses, and an Account of the Shares so held.

* The aggregate number of shares held and not the distinctive numbers is to be stated, and the column should be added up throughout, so as to make one total to agree with that stated in the summary to have been taken up.                   † When the shares are of different classes these columns may be subdivided so that the number of each class held, or transferred, may be shown separately.                   ‡ The list should include all transfers since the date of the last return and the date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor, and not opposite that of the transferee, but the name of the transferee may be inserted in the “Remarks” column, immediately opposite the particulars of each transfer.

(Signature)

(Officer)

Form F.

Licence to hold Lands.

The Lords of the Committee of Privy Council appointed for the Consideration of Matters relating to Trade and Foreign Plantations hereby license the                   Association, Limited, to hold the lands hereunder described [insert description of lands]. The conditions of this licence are [insert conditions, if any].

[¹ As altered by the Board of Trade, by notice in the London Gazette of the 14th day of April 1885, pursuant to s. 71.]