339.

390.

SYNOPSIS OF TABLE B.

From the Schedule of the "Joint Stock Companies Act, 1856," 19 and 20 Vic., c. 47.

As already stated, this table still applies to such companies as have been formed and registered under the "Joint Stock Companies Acts, 1856-7," and have adopted it; but they may alter any of its provisions by special resolution. (See Cl. 265.)

Regulations for the Management of the Company.

SHARES.

(1.) No person shall be deemed to have accepted any share unless he has testified the same by writing in such form as the company directs.

(2.) The company may make such calls in respect to all monies unpaid on shares as they think fit, giving not less than twenty-one days' notice thereof, and shareholders shall be liable to pay same as the company directs.

(3.)

A call shall be deemed to have been made at the time when the resolution authorising such call was passed.

(4.) Defaulting shareholder shall be liable to pay interest at the rate of £5 per cent. per annum from the day appointed for payment of call to the time of the actual payment.

(5.)

The company may receive advances on calls, and
may pay interest thereon, at such rate as the
shareholder paying such sum in advance and the
company agree upon.

(6.) If several persons are registered as joint holders of
any share any one of such persons may give
effectual receipts for any dividend payable thereon.
(7.) The company may decline to register any transfer
of shares made by a shareholder who is indebted
to them.
Every shareholder shall, on payment of not exceed-
ing 1s., be entitled to a certificate of the share or
shares held by him, and the amount paid-up
thereon.

(8.)

391.

392.

(9.)

(9a.)

If such certificate is worn out or lost it may be renewed on payment of, not exceeding 1s.

The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year.

TRANSMISSION OF SHARES.

(10.) The executors or administrators of a deceased shareholder shall alone be recognised as having any title to his share.

(11.) Any person becoming entitled to a share in any way other than by transfer, may be registered as a shareholder on procuring necessary evidence of the fact.

(12.) Any person who has so become entitled to a share may elect to have some other person registered as the holder of such share.

(13.) The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such share.

(14.) Such deed shall be presented to the company with evidence to prove the title of the transferror, and the company shall then register the transferree as a shareholder.

FORFEITURE OF SHARES.

(15.) If any shareholder fails to pay any call when due, a notice requiring him to pay same with any interest that may have accrued may be served upon him.

(16.) The notice shall name a further day, and a place at which calls of the company are usually made payable, on, and at which such call is to be paid; it shall also state that in the event of non-payment at the time and place appointed the shares in question will be liable to be forfeited.

(17.) If the latter notice is not complied with the share or shares may be forfeited by a resolution of the directors to that effect.

(18.) Any such shares shall become the property of the company, and may be disposed of as it thinks fit.

393.

394.

(19.) Any shareholder shall, however, still be liable to pay all calls owing upon such shares at the time of the forfeiture.

(20.)
(21.)

INCREASE IN CAPITAL.

The company may, with the sanction of a general meeting, increase its captital.

Any new capital so raised shall be considered as part of the original capital, and subject to the same provisions in all respects.

GENERAL MEETINGS.

(22.) The first general meeting shall be held not more than twelve months after the incorporation of the company at such time and place as the directors may determine.

(23.) Subsequent general meetings shall be held as may be prescribed by the company in general meeting; but, failing which, a general meeting shall be held on the first Monday in February in every year at such place as may be determined on by the directors

(24.) The above meetings shall be called ordinary meetings, and all others shall be called extraordinary

meetings.

(25.) The directors may, whenever they think fit, and shall, upon a requisition in writing by shareholders holding not less than one-fifth of the company's shares, convene an extraordinary general meeting.

(26.) Such requisition shall express the object of the proposed meeting, and be left at the company's registered office.

(27) Upon the receipt thereof the directors shall forthwith proceed to convene a general meeting, failing which, within twenty-one days from the date of the requisition, the requisitionists, or other shareholders holding the required number of shares, may themselves convene a meeting.

(28.) Seven days' notice at the least, specifying the

place, time, hour and object of such meeting, shall be advertised, or given in such other manner, if any, as prescribed by the company. (29) Any shareholder may, on giving not less than three days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.

(30.)

Such notice to be given by leaving a copy of the resolution at the company's registered office. (31.) No business shall be transacted at any meeting, except the declaration of a dividend, unless a quorum, to be ascertained as follows, is present at the commencement thereof, that is to say; if the company's shareholders at the time of the meeting do not exceed ten the quorum shall be five if they exceed ten, there shall be added one for every additional five up to fifty, and one for every ten after fifty, except that no quorum shall in any case exceed forty.

(32.) If within one hour from the appointed time the required number is not present, the meeting, if convened by the shareholders, shall be dissolved. In any other case it shall stand adjourned to the following day, at the same time and place; and if at such adjournment the required number is not present it shall be adjourned, sine die. (33.) The chairman of the board of directors shall preside at every meeting.

(34.) If there is no such chairman, or if he is absent at the time of holding meeting, the shareholders shall choose one of their number to preside. (35.) The chairman may, with the consent of the meeting adjourn it, but no fresh business shall be transacted at any such adjournment.

(36.) At any general meeting, unless a poll is demanded by at least five shareholders, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minute book, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded.

(37.) If a poll is demanded it shall be taken as the chairman directs, and the result shall be deemed

I

395.

396.

to be the resolution of the company in general meeting.

VOTES OF SHAREHOLDERS.

(38.) A shareholder shall have one vote for every share up to ten; an additional vote for every five above the first ten up to one hundred, and an additional vote for every ten above the first hundred.

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

curator; and if a minor he may vote by his guardian, tutor, or curator.

(40.) If one or more persons are jointly entitled to a share or shares the person whose name stands

first in the register, and no other, shall be entitled to vote.

(41.) No shareholder shall vote unless all calls due have been paid, nor until he shall have had his shares three calendar months, unless same acquired by bequest, marriage, succession to an intestate's estate, the custom of the city of London, or deed of settlement after the death of person who shall have been entitled for life to the dividends of such shares.

(42.) Votes may be given personally, or by proxies appointed in writing under the hand of the appointee, or if a corporation, under their common seal.

(48.) The proxy must be a shareholder, and the appointment deposited at the company's registered office not less than forty-eight hours before the time of holding the meeting, but no instrument appointing a proxy shall be void after the expiration of one month from the date of its execution.

DIRECTORS.

(44.) The number and names of the first directors shall be determined by the subscribers of the Memorandum of Association.