EXHIBIT 3.2N
EXHIBIT A
THE COMPANIES ACT
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COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
UNIROYAL CHEMICAL COMPANY LIMITED
PRELIMINARY
1. In these presents, if not inconsistent with the subject or context, the
words standing in the first column of the table next hereinafter contained shall
bear the meanings set opposite to them respectively in the second column
thereof.
WORDS MEANINGS
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The Statutes The Companies Act, and every other
Act for the time being in force
concerning companies and affecting
the Company, including The
Companies Seals Act
These Presents These Articles of Association, as
originally framed, or as from time
to time altered by special
resolution
Office The Registered Office of the Company
Seal The Common Seal of the Company
Month Calendar month
Year Calendar year
In writing Written or produced by any
substitute for writing, or partly
one and partly another
Dividend Dividend and/or bonus
Paid Paid or credited as paid
Member The Subscribers of the Memorandum of
Association and every other person
who agrees to become a member of the
Company and whose name is entered in
the Register of Members
Person Shall include a corporation
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Notwithstanding anything hereinafter contained in these Articles a
Director of the Company may be a natural person or a body corporate.
The expressions "Debenture" and "Debenture-holder" shall include
"debenture stock" and "debenture stockholder".
The expression "Secretary" shall include any person appointed by the
Directors to perform any of the duties of the Secretary and, where two or more
persons are appointed to act as Joint Secretaries, shall include any one of
those persons.
Save as aforesaid, any words or expressions defined in the Statutes
shall, if not inconsistent with the subject or context, bear the same meaning in
these presents.
CAPITAL AND ALTERATION OF CAPITAL
2. Subject to the provisions of the Statutes the Company may issue
Preference Shares which are, or at the option of the Company are to be liable,
to be redeemed on such terms and in such manner as the Company before the issue
thereof may by extraordinary resolution determine.
3. (A) The Company may from time to time by ordinary resolution
increase its authorised capital by such sum to be divided into shares of such
amounts as the resolution shall prescribe.
(B) All new shares shall be subject to the provisions of these
presents with reference to allotment, payment of calls, lien, transfer,
transmission, forfeiture and otherwise.
4. The Company may by special resolution:
(a) Consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares
(b) Convert its paid up shares into stock
(c) Cancel any shares which, at the date of the passing of the
resolution, had not been taken, or agreed to be taken by any
person and diminish the amount of its share capital by the
amount of the shares so cancelled
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(d) Sub-divide its shares, or any of them, into shares of
smaller amount than is fixed by the Memorandum of
Association (subject, nevertheless, to the provisions of the
Statutes), and so that the resolution whereby any share is
sub-divided may determine that as between the holders of the
shares resulting from such sub-division, one or more of the
shares may have any such preferred or other special rights
over, or may have such deferred rights, or be subject to any
such restrictions ascompared with the others as the Company
has power to attach to unissued or new shares.
(e) Subject to confirmation by the Court, reduce its share
capital or any capital redemption reserve fund or share
premium account in any manner.
SHARES
5. Save as the Company may by special resolution otherwise direct
the shares in the Company shall be at the disposal of the Directors, and they
may allot, grant options over, or otherwise dispose of them to such persons at
such times, and on such terms as they think proper.
6. Except as required by law, no person shall be recognised by the
Company as holding any share upon any trust, and the Company shall not be bound
by or compelled in any way to recognise any equitable, contingent, future, or
partial interest in any share, or any interest in any fractional part of a
share, or (except only as by these presents or by law otherwise provided) any
other right in respect of any share, except an absolute right to the entirety
thereof in the registered holder.
CERTIFICATES
7. Every person whose name is entered as a Member in the Register
of Members shall be entitled without payment to receive within two months after
allotment or lodgment of transfer (or within such other period as the terms of
issue shall provide) one
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certificate for all his shares of any one class or upon payment of such sum
not exceeding Fifteen cents for every certificate after the first as the
Directors shall from time to time determine, several certificates, each for one
or more of his shares of any one class. Where a member transfers part only of
the shares comprised in a certificate the old certificate shall be cancelled and
a new certificate for the balance of such shares issued in lieu thereof without
charge. Every certificate shall be issued under the seal and bear the signatures
at least of one Director and the Secretary. Every certificate shall specify the
shares to which it relates, identifying them by their number, and the amount
paid up thereon. Provided that the Company shall not be bound to register more
than three persons as the joint holders of any shares (except in the case of
executors or trustees of a deceased member) and in the case of a share held
jointly by several persons, the Company shall not be bound to issue more than
one certificate therefor and delivery of a certificate to one of such persons
shall be sufficient delivery to all.
8. If a share certificate be defaced, lost or destroyed, it may be
renewed on payment of such fee, if any, not exceeding Fifteen cents and on such
terms, if any, as to evidence and indemnity and the payment of out-of-pocket
expenses of the Company in investigating evidence as the Directors think fit.
CALLS ON SHARES
9. The Directors may from time to time make calls upon the members
in respect of any moneys unpaid on their shares (whether on account of the
nominal value of the shares or by way of premium) and not by the terms of issue
thereof made payable at fixed times, provided that no call on any shares shall
be payable at less than one month from the date fixed for payment of the last
preceding call and each member shall (subject to receiving at least fourteen
days' notice specifying the time or times and place of payment) pay to the
Company at the time or times and place so specified the amount called on his
shares. A call may be revoked or postponed as the Directors may determine.
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10. A call shall be deemed to have been made at the time when the
resolution of the Directors authorising the call was passed, and may be made
payable by instalments.
11. The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
12. If a sum called in respect of a share is not paid before or on
the day appointed for payment thereof, the persons from whom the sum is due
shall pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at such rate, not exceeding ten per cent per annum, as
the Directors determine, but the Directors shall be at liberty to waive payment
of such interest wholly or in part.
13. Any sum (whether on account of the nominal value of the
share or by way of premium) which by the terms of issue of a share becomes
payable upon allotment or at any fixed date shall for all the purposes of these
presents be deemed to be a call duly made and payable, and in case of
non-payment all the relevant provisions of these presents as to payment of
interest and expenses forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
14. The Directors may on the issue of shares differentiate between
the holders as to the amount of calls to be paid, and the times of payment.
15. The Directors may, if they think fit, receive from any member
willing to advance the same all or any part of the moneys (whether on account of
the nominal value of the shares or by way of premium) uncalled and unpaid upon
the shares held by him, and such payment in advance of calls shall extinguish,
so far as the same shall extend, the liability upon the shares in respect of
which it is made, and upon the money so received or so much thereof as from time
to time exceeds the amount of the calls then made upon the shares concerned, the
Company may pay interest at such rate (not exceeding five per cent per annum) as
the member paying such sum and the Directors agree upon.
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FORFEITURE AND LIEN
16. If a member fails to pay in full any call or instalment of a
call on the day appointed for payment thereof, the Directors may at any time
thereafter serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest and expenses which may have
accrued.
17. The notice shall name a further day (not being less than seven
days from the date of service of the Notice) on or before which and the place
where the payment required by the notice is to be made, and shall state that in
the event of non-payment in accordance therewith the shares on which the call
was made will be liable to be forfeited.
18. If the requirements of any such notice as aforesaid are not
complied with, any share in respect of which such notice has been given may at
any time thereafter, before payment of all calls and interest and expenses due
in respect thereof has been made, be forfeited by a resolution of the Directors
to that effect. Such forfeiture shall include all dividends declared in respect
of the forfeited share and not actually paid before forfeiture. The Directors
may accept a surrender of any share liable to be forfeited hereunder.
19. A share so forfeited or surrendered shall become the property of
the Company and may be sold, re-allotted or otherwise disposed of, either to the
person who was before such forfeiture or surrender the holder thereof or
entitled thereto, or to any other person, upon the terms and in such manner as
the Directors shall think fit, and at any time before a sale, re-allotment or
disposition the forfeiture or surrender may be cancelled on such terms as the
Directors think fit. The Directors may, if necessary, authorise some person to
transfer a forfeited or surrendered share to any such other person as aforesaid.
20. A member whose shares have been forfeited or surrendered shall
cease to be a member in respect of the shares but shall notwithstanding the
forfeiture or surrender remain liable to pay to the Company all moneys which at
the date of forfeiture or
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surrender were presently payable by him to the Company in respect of the shares,
with interest thereon at seven per cent per annum (or such lower rate as the
Directors may approve) from the date of forfeiture or surrender until payment
but the Directors may waive payment of such interest either wholly or in part
and the Directors may enforce payment without any allowance for the value of the
shares at the time of forfeiture or surrender.
21. The Company shall have a lien on every share (whether fully paid
or not) for all moneys whether presently payable or not called or payable at a
fixed time in respect of such share; and the Company shall also have a first and
paramount lien and charge on all shares (whether fully paid or not) standing
registered in the name of a single member for all the debts and liabilities of
such member or his estate to the Company and that whether the same shall have
been incurred before or after notice to the Company of any equitable or other
interest in any person other than such member, and whether the period for the
payment or discharge of the same shall have actually arrived or not, and
notwithstanding that the same are joint debts or liabilities of such member of
the Company or not. The Company's lien, if any, on a share shall extend to all
dividends payable thereon. The Directors may resolve that any share shall for
some specified period be exempt from the provisions of this Article.
22. The Company may sell in such manner as the Directors think fit
any share on which the Company has a lien, but no sale shall be made unless some
sum in respect of which the lien exists is presently payable, nor until the
expiration of fourteen days after a notice in writing stating and demanding
payment of the sum presently payable, and giving notice of intention to sell in
default, shall have been given to the holder for the time being of the share or
the person entitled thereto by reason of his death or bankruptcy.
23. The net proceeds of such sale after payment of the costs of such
sale shall be applied in or towards payment or satisfaction of the debts or
liabilities in respect whereof the lien exists, so far as the same are presently
payable, and any residue
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shall (subject to a like lien for debts or liabilities not presently payable as
existed upon the shares prior to the sale) be paid to the person entitled to the
shares at the time of the sale. For giving effect to any such sale the Directors
may authorise some person to transfer the shares sold to the purchaser.
24. An affidavit that the deponent is a Director or the Secretary of
the Company and that a share has been duly forfeited or surrendered or sold to
satisfy a lien of the Company on a date stated in the affidavit shall be
conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share, and such affidavit and the receipt of the Company
for the consideration, if any, given for the share on the sale, re-allotment or
disposal thereof together with the share certificate delivered to a purchaser or
allottee thereof shall (subject to the execution of a transfer if the same be
required) constitute a good title to the share, and the person to whom the share
is sold, re-allotted or disposed of shall be registered as the holder of the
share and shall not be bound to see to the application of the purchase money, if
any, nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, surrender, sale,
reallotment or disposal of the share.
TRANSFER OF SHARES
25. All transfers of shares may be effected by transfer in writing
in the usual common form, or in such other form as the Directors may accept, and
may be under hand only.
26. The instrument of transfer of a share shall be signed by or on
behalf of the transferor and transferee, and the transferor shall be deemed to
remain the holder of the share until the name of the transferee is entered in
the Register of Members in respect thereof.
27. The Directors may in their absolute discretion and without
assigning any reason therefor decline to register any transfer of shares
(whether fully paid or not) to a person of whom they shall not approve, and they
may also decline to register any
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transfer of shares on which the Company has a lien. If the Directors refuse to
register a transfer they shall within two months after the date on which the
transfer was lodged with the Company send to the transferee notice of the
refusal.
28. The Directors may decline to recognise any instrument of
transfer, unless:-
(a) The instrument of transfer is deposited at the office or
such other place as the Directors may appoint accompanied by
the certificate of the shares to which it relates, and such
other evidence as the Directors may reasonably require to
show the right of the transferor to make the transfer (and
if the instrument of transfer is executed by some other
person on his behalf, the authority of that person so to
do); and
(b) The instrument of transfer is in respect of only one class
of shares.
All instruments of transfer which are registered may be retained by the Company.
29. Notwithstanding anything to the contrary contained in these
presents the Directors may upon the written request of the transferor register a
transfer of shares without an instrument of transfer being produced to them or
lodged with the Company whether or not an instrument of transfer has been
executed.
30. No share shall be transferred to a person who is not a member so
long as any member is willing to purchase the same at the fair value.
31. A person proposing to transfer any shares (hereinafter called
"the proposing transferor") shall give notice in writing (hereinafter called a
"transfer notice") to the Company that he desires to transfer the same. Such
notice shall specify the sum which the proposing transferor fixes as a fair
value and shall constitute the Company his agent for the sale of the shares to
any member or to any other person selected or approved by the Directors as a
person whom it is desirable to admit to membership at the price
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so fixed or, at the option of the purchaser, at the fair value to be fixed by
the auditor in accordance with these presents. A transfer notice may include
several shares and in such case shall operate as if it were a separate notice in
respect of each share. Shares of different classes shall not be included in the
same transfer notice, and should they be, the transfer notice may if the
Directors so determine be treated as invalid. A transfer notice once given or
deemed to be given shall not be revocable except with the consent of the
Directors.
32. If the Company shall, within the space of twenty-eight days
after being served with a transfer notice, find a member or other such person as
aforesaid willing to purchase the shares (hereinafter called "the purchaser")
and shall give notice thereof to the proposing transferor, he shall be bound
upon payment of the fair value to transfer the shares to the purchaser or
purchasers. Every such notice shall state the name and address of the purchaser
and the number of shares agreed to be purchased by him, and the purchase shall
be completed at a place and time to be appointed by the Directors not being less
than seven days nor more than twenty-eight days after the date on which the fair
value of such shares shall have been agreed or fixed as hereinafter provided. If
in any case a proposing transferor, after having become bound to transfer any
shares to a purchaser, shall make default in transferring the shares, the
Directors may authorise some person to execute on behalf of and as attorney for
the proposing transferor any necessary transfers and may receive the purchase
money and shall thereupon cause the name of the purchaser to be entered in the
Register as the holder of the shares and hold the purchase money in trust for
the proposing transferor. The receipt of the Company for the purchase money
shall be a good discharge to the purchaser, who shall not be bound to see to the
application thereof, and after the name of the purchaser has been entered in the
Register in purported exercise of the aforesaid powers the validity of the
proceedings shall not be questioned by any person.
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33. In case any difference arises between the proposing transferor
and the purchaser as to the fair value of a share the auditor shall, on the
application of either party, certify in writing the sum which in his opinion is
the fair value and such sum shall be deemed to be the fair value. If the Company
shall not have an auditor for the time being the fair value in the event of
failure of agreement shall be determined and certified by a recognised
accountant to whom the question shall be referred by the Secretary and such
referee shall act as an expert and not as an arbitrator in so determining and
certifying and his decision shall be final.
34. The shares specified in any transfer notice given to the Company
as aforesaid shall be offered by the Company in the first place to the members,
other than the proposing transferor, as nearly as may be in proportion to the
existing shares held by them respectively, and the offer shall in each case
limit the time within which the same, if not accepted, will be deemed to be
declined and may notify to the members that any member who desires an allotment
of shares in excess of his proportion should in his reply state how many excess
shares he desires to have; and if all members do not claim their proportions the
unclaimed shares shall be used for satisfying the claims in excess. If any
shares shall not be capable, without fractions, of being offered to the members
in proportion to their existing holdings, the same shall be offered to the
members, or some of them, in such proportions or in such manner as may be
determined by lots to be drawn under the direction of the Directors.
35. If the Company shall not, within the space of twenty-eight days
aforesaid, find a purchaser willing to purchase the shares and shall not give
notice in manner aforesaid, the proposing transferor shall at any time
thereafter be at liberty, subject to Article 27 hereof, to sell and transfer the
shares (or those not placed) to any person and at any price.
36. A person entitled to a share in consequence of the bankruptcy of
a member shall be bound at any time, if and when
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called upon in writing by the Directors so to do, to give a transfer notice in
respect of all the shares then registered in the name of the bankrupt member.
37. A person entitled to a share in consequence of the death of a
member shall be bound at any time after the expiration of one year from the date
of such death, if and when called upon in writing by the Directors so to do, to
give a transfer notice in respect of all the shares then registered in the name
of the deceased member.
38. In any case where under the provisions of these presents the
Directors have made a request for a transfer notice to be given in respect of
any shares and such transfer notice is not duly given within a period of one
month, such transfer notice shall be deemed to have been given at the expiration
of the said period and the provisions of these presents shall take effect
accordingly.
39. The registration of transfers may be suspended at such times and
for such periods as the Directors may from time to time determine, provided
always that such registration shall not be suspended for more than thirty days
in any year.
40. Nothing in these presents contained shall preclude the Directors
from recognising a renunciation of the allotment of any share by the allottee in
favour of some other person.
TRANSMISSION OF SHARES
41. In case of the death of a shareholder the survivors or survivor
where the deceased was a joint holder, and the executors or administrators of
the deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in the
shares but nothing in this Article shall release the estate of a deceased holder
(whether sole or joint) from any liability in respect of any share held by him.
42. Any person becoming entitled to a share in consequence of the
death or bankruptcy of a member (upon supplying to the Company such evidence as
the Directors may reasonably require to show his title to the share) may,
subject as hereinafter provided, either be registered himself as holder of the
share upon giving to
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the Company notice in writing of such his desire, or transfer such share to some
other person. All the limitations, restrictions and provisions of these presents
relating to the right to transfer and the registration of transfers of shares
shall be applicable to any such notice or transfer as aforesaid as if the death
or bankruptcy of the member had not occurred and the notice or transfer were a
transfer executed by such member.
43. Save as otherwise provided by or in accordance with these
presents, a person becoming entitled to a share in consequence of the death or
bankruptcy of a member (upon supplying to the Company such evidence as the
Directors may reasonably require to show his title to the share) shall be
entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share except that he shall not
be entitled in respect thereof to exercise any right conferred by membership in
relation to meetings of the Company until he shall have been registered as a
member in respect of the share.
VARIATION OF RIGHTS
44. If at any time the share capital is divided into different
classes of shares the rights attached to any class (unless otherwise provided by
the terms of issue of the shares of that class) may be varied with the consent
in writing of the holders of three-fourths of the issued shares of that class or
with the sanction of an extraordinary resolution passed at a separate general
meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of these regulations relating to general meetings
shall mutatis mutandis apply but so that the necessary quorum shall be two
persons at least holding or representing by proxy one-third of the issued shares
of the class and that any holder of shares of the class present in person or by
proxy may demand a poll.
GENERAL MEETINGS
45. (A) The first general meeting of the members of the Company
shall be held in the year of incorporation and not more than six months after
the incorporation of the Company and may be
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convened by any three of the subscribers of the Company's Memorandum of
Association by notice in writing signed by them addressed to the other
subscribers and the other members (if any) entitled to attend and vote at such
meeting.
(B) An annual general meeting shall be held once in every year,
at such time (within a period of not more than eighteen months after the holding
of the last preceding annual general meeting) and place as may be determined by
the Directors. All other general meetings shall be called extraordinary general
meetings.
46. The Directors may whenever they think fit, and shall on
requisition in accordance with the provisions of the next succeeding Article,
proceed to convene an extraordinary general meeting.
47. Any two or more members of the Company together holding not less
than ten per cent of the issued and paid-up (to the limit of all calls thereon
for the time being) share capital of the Company may in writing signed by them
addressed to the Secretary and sent by registered post to or left at the Office
requisition a general meeting of the Company and may specify a resolution or
resolutions to be proposed at such general meetings as a special resolution or
otherwise and may require that a Memorandum not exceeding one thousand words in
length and approved by the requisitioners shall be prepared at the Company's
expense and enclosed with each notice of general meeting sent to the members.
Upon receipt of such requisition and within ten days thereafter the Secretary
shall convene such general meeting by notice appropriate to the type of
resolution proposed and not exceeding twenty-one days addressed to all the
members and there shall accompany each notice a copy of the Memorandum (if so
required) before referred to.
NOTICE OF GENERAL MEETINGS
48. An annual general meeting and any general meeting at which it is
proposed to pass a special resolution shall be called by fourteen days' notice
in writing at the least, and any other general meeting by seven days' notice in
writing at the least (exclusive in either case of the day on which it is served
or deemed to be served and of the day for which it is given) given in manner
hereinafter
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mentioned to the auditors, if any, and to all members other than such, if any,
as are not under the provisions of these presents entitled to receive such
notices from the Company: Provided that a general meeting notwithstanding that
it has been called by a shorter notice than that specified above shall be deemed
to have been duly called if it is so agreed by a majority in number of the
members having a right to attend and vote thereat, being a majority together
holding not less than ninety per cent in nominal value of the shares giving that
right: Provided also that the accidental omission to give notice to, or the
non-receipt of notice by, any person entitled thereto shall not invalidate the
proceedings at any general meeting.
49. (A) Every notice calling a general meeting shall specify the
place and the day and hour of the meeting, and there shall appear with
reasonable prominence in every such notice a statement that a member entitled to
attend and vote is entitled to appoint a proxy to attend and vote instead of him
and that a proxy need not be a member of the Company.
(B) In the case of an annual general meeting, the notice shall
also specify the meeting as such.
(C) In the case of any general meeting at which business other
than routine business is to be transacted, the notice shall specify the general
nature of such business; and if any resolution is to be proposed as a special
resolution, the notice shall contain a statement to that effect.
50. Routine business shall mean and include only business transacted
at an annual general meeting of the following classes, that is to say:
(a) declaring dividends
(b) reading, considering and adopting the balance sheet, the
reports of the Directors and auditors, and other accounts
and documents required to be annexed to the balance sheet
(c) appointing auditors and fixing the remuneration of the
auditors or determining the manner in
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which such remuneration is to be fixed
(d) appointing Directors in the place of those retiring and
fixing the remuneration of the Directors.
PROCEEDINGS AT GENERAL MEETINGS
51. No business shall be transacted at any general meeting unless a
quorum is present. Three members present in person or by proxy or (being
corporations) present by a respresentative or proxy, together holding not less
than Fifty-one per cent of the issued capital of the Company shall be a quorum
for all purposes.
52. If within half an hour from the time appointed for a general
meeting, a quorum is not present, the meeting if convened on the requisition of
members, shall be dissolved. In any other case it shall stand adjourned to the
same day in the next week, at the same time and place, or to such other day and
at such other time and place as the Directors may determine, and if at such
adjourned meeting a quorum is not present within fifteen minutes from the time
appointed for holding the meeting, the members present (if more than one) shall
be a quorum.
53. The President of the Company, failing whom a Vice-President,
shall preside as Chairman at a general meeting. If there be no such President or
Vice-President or if at any meeting none be present within fifteen minutes after
the time appointed for holding the meeting and willing to act, the Directors
present shall choose one of their number (or, if no Director be present or if
all the Directors present decline to take the chair, the members present shall
choose one of their number) to be Chairman of the meeting.
54. The Chairman of the meeting may with the consent of any general
meeting at which a quorum is present (and shall if so directed by the meeting)
adjourn the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting except business which might
lawfully have been transacted at the meeting from which the adjournment took
place. When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original
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meeting. Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at any adjourned meeting.
55. At any general meeting a resolution put to the vote of the
meeting shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded by either:
(a) The Chairman of the meeting or;
(b) not less than two members present in person or by proxy and
entitled to vote; or
(c) a member or members present in person or by proxy and
representing not less than one-tenth of the total voting
rights of all the members having the right to vote at the
meeting; or
(d) a member or members present in person or by proxy and
holding shares in the Company conferring a right to vote at
the meeting being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right.
A demand for a poll may be withdrawn. Unless a poll be so
demanded (and the demand be not withdrawn) a declaration by the Chairman of the
meeting that a resolution has been carried, or carried unanimously, or by a
particular majority, or lost and an entry to that effect in the minute book
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded for or against such resolution.
56. If a poll is duly demanded (and the demand be not withdrawn), it
shall be taken in such manner (including the use of ballot or voting papers or
tickets) as the Chairman of the meeting may direct, and the result of a poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded. The Chairman of the meeting may (and if so directed by the meeting
shall) appoint scrutineers and may adjourn the meeting to some place and time
fixed by him for the purpose of declaring the result of the poll.
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57. In the case of an equality of votes, whether on a show of hands
or on a poll, the Chairman of the meeting at which the show of hands takes place
or at which the poll is demanded shall be entitled to a casting vote.
58. A poll demanded on the election of a Chairman or on a question
of adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken either immediately or at such subsequent time (not being more
than thirty days from the date of the meeting) and place as the Chairman may
direct. No notice need be given of a poll not taken immediately.
59. The demand for a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which the
poll has been demanded.
60. When the minutes of a general meeting of the Company (including
the annual general meeting) shall have been signed by all the members or their
proxies the same shall be deemed to have been duly convened, properly
constituted and held notwithstanding that no notice or short notice thereof was
given or that there might have been a technical defect or technical defects in
the proceedings and any resolution of the said general meeting recorded in the
said minutes shall bind the Company and the members (and those claiming under or
in trust for them and each of them) and all persons dealing with the Company as
if it had been properly passed as an ordinary, extraordinary or special
resolution (as the case may be) of the Company in general meeting duly convened,
properly constituted and held. A resolution in writing signed by all the members
or their proxies shall be as effective as a resolution passed at a meeting of
the members duly convened and held, and may consist of several documents in the
like form, each signed by one or more of the members or their proxies.
VOTES OF MEMBERS
61. Subject to any special rights or restrictions as to voting
attached by or in accordance with these presents to any class of shares, on a
show of hands every member who is present in person shall have one vote and on a
poll every member who is present in
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person or by proxy shall have one vote for every One dollar in nominal amount of
the shares of which he is the holder.
62. In the case of joint holders of a share the vote of the senior
who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders and for this purpose seniority
shall be determined by the order in which the names stand in the Register of
Members in respect of the joint holding.
63. A member of unsound mind, or in respect of whom an order has
been made by any court having jurisdiction in lunacy, may vote, whether on a
show of hands or on a poll, by his committee, curator bonis or other person in
the nature of a committee or curator bonis appointed by such court, provided
that such evidence as the Directors may require of the authority of the person
claiming to vote shall have been deposited at the office not less than
forty-eight hours before the time appointed for holding the meeting or adjourned
meeting or for the taking of the poll at which it is desired to vote.
64. No member shall, unless the Directors otherwise determine, be
entitled to vote at a general meeting either personally or by proxy, or to
exercise any privileges as member unless all calls or other sums presently
payable by him in respect of shares in the Company have been paid.
65. No objection shall be raised as to the admissibility of any vote
except at the meeting or adjourned meeting at which the vote objected to is or
may be given or tendered, and every vote not disallowed at such meeting shall be
valid for all purposes. Any such objection shall be referred to the Chairman of
the meeting whose decision shall be final and conclusive.
66. On a poll, votes may be given either personally or by proxy, and
a person entitled to more than one vote need not use all his votes or cast all
the votes he uses in the same way.
67. A proxy need not be a member of the Company.
68. An instrument appointing a proxy shall be in writing in
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the usual common form or in any other form which the Directors may accept and:
(a) In the case of an individual shall be signed by the
appointor or by his attorney and
(b) in the case of a corporation shall be either given under its
common seal or signed on its behalf by an attorney, Director
or officer of the corporation.
The Directors may, but shall not be bound to, require evidence
of the authority of any such attorney, Director or Officer. The signature on
such instrument need not be witnessed.
69. An instrument appointing a proxy must be left at the Office or
such other place, if any, as is specified for that purpose in the notice
convening the meeting not less than twenty-four hours before the time appointed
for the holding of the meeting or adjourned meeting or for taking of the poll at
which it is to be used, and in default may, at the discretion of the Directors,
be treated as invalid.
70. An instrument appointing a proxy shall be deemed to include the
right to demand or join in demanding a poll and shall unless the contrary is
stated thereon, be valid as well for any adjournment of the meeting as for the
meeting to which it relates.
71. A vote cast by proxy shall not be invalidated by the previous
death or insanity of the principal or by the revocation of the appointment of
the proxy, or of the authority under which the appointment was made, provided
that no intimation in writing of such death, insanity or revocation shall have
been received by the Company at the Office at least one hour before the
commencement of the meeting or adjourned meeting or the time appointed for the
taking of the poll at which the vote is cast.
CORPORATION ACTING BY REPRESENTATIVES
72. Any corporation which is a member of the Company may by
resolution of its directors or other governing body authorise such person as it
thinks fit to act as its representative at any meeting of the Company or any
class of members of the Company, and the
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person so authorised shall be entitled to exercise the same powers on behalf of
such corporation as the corporation could exercise if it were an individual
member of the Company.
DIRECTORS
73. Subject as hereinafter provided the Directors shall not be less
than two nor more than eleven in number. The first Directors shall be appointed
at the first general meeting of the members and their number shall be within the
limits above mentioned. The Company may by ordinary resolution from time to time
increase or reduce the maximum or minimum number of Directors.
74. The ordinary remuneration of the Directors shall from time to
time be determined by an ordinary resolution of the Company and shall (unless
such resolution otherwise provides) be divisible among the Directors as they may
agree, or failing agreement, equally, except that any Director who shall hold
office for part only of the period in respect of which such remuneration is
payable shall be entitled only to rank in such division for a proportion of
remuneration related to the period during which he has held office.
75. The Directors may repay to any Director all such reasonable
expenses as he may incur in attending and returning from meetings of the
Directors, or of any committee of the Directors or general meetings, or
otherwise in or about the business of the Company.
76. Any Director who is appointed to any office or to any executive
office including the office of President or Vice-President or who serves on any
committee or who otherwise performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a Director, may be
paid such extra remuneration by way of salary, percentage of profits or
otherwise as the Directors may determine.
77. The Directors shall have power and be deemed always to have had
power to pay and agree to pay pensions or other retirement superannuation, death
or disability benefits to or to any person in respect of any Director or
ex-Director who may hold or have held any executive office or any office of
profit under the Company and for
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the purpose of providing any such pensions or other benefits to contribute to
any scheme or fund or to pay premiums.
78. A Director (or alternate Director) may contract or be interested
in any contract or arrangement with the Company or any other company in which
the Company may be interested and hold any office or place of profit (other than
the office of auditor of the Company) under, and he or any firm of which he is a
member may act in a professional capacity for the Company, or any such other
company and (unless otherwise agreed) he may retain for his own absolute use and
benefit all profits and advantages accruing to him therefrom.
OFFICERS
79. The Officers of the Company shall consist of a President and
Secretary and may also comprise a Treasurer, one or more Vice-Presidents, one or
more Assistant Secretaries, and one or more Assistant Treasurers or any
combination of the aforesaid offices and such other Officers as the Directors
may determine. The Officers shall be appointed by the Directors and shall hold
office at the will of the Directors. The Directors shall have power from time to
time to appoint an Officer or Officers to fill an office becoming vacant or to
appoint to an additional or to a new office.
80. None of the Officers need be a member.
81. The Company in general meeting may at any time remove an Officer
from office. Unless the Company shall resolve that a vacated office be suspended
or abolished the Directors may fill the same at any time.
82. Any person may hold more than one such office.
83. The Officers shall perform such duties as may from time to time
be prescribed by the Directors.
EXECUTIVE DIRECTORS
84. (A) The Directors may from time to time appoint one or more of
their body to be holder of executive office, including the office of Managing or
Joint Managing Director, on such terms and for such period as they may
determine.
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(B) The appointment of any Director to the office of Managing or
Joint Managing Directors shall be subject to termination if he cease from any
cause to be a Director, but without prejudice to any claim he may have for
damages for breach of any contract of service between him and the Company.
(C) The appointment of any Director to any other executive
office shall be subject to termination if he cease from any cause to be a
Director, unless the contract or resolution under which he holds office shall
expressly state otherwise, but without prejudice to any claim he may have for
damages for breach of any contract of service between him and the Company.
85. The Directors may entrust to and confer upon a Director holding
any executive office any of the powers exercisable by them as Directors upon
such terms and conditions and with such restrictions as they think fit, and
either collaterally with or to the exclusion of their own powers, and may from
time to time revoke, withdraw, alter or vary all or any of such powers.
APPOINTMENT AND RETIREMENT OF DIRECTORS
86. The office of a Director shall be vacated in any of the
following events, namely:
(a) If he becomes prohibited by law from acting as a Director
(b) If (not being an Executive Director holding office as such
for a fixed term) he resigns by writing under his hand left
at the Office
(c) If he has an adjudication order made against him or
compounds with his creditors generally or being a
corporation shall go into liquidation whether voluntary or
compulsory
(d) If he becomes of unsound mind
(e) If he be absent from meetings of the Directors for six
months without leave, and the Directors resolve that his
office be vacated
(f) If he be requested in writing by all his co-Directors to
resign
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(g) If he be requested in writing by members holding a majority
in value of the issued and paid-up share capital of the
Company to resign.
87. (A) At each annual general meeting all the Directors for the
time being shall retire from office: Provided that a Director appointed to the
office of Managing or Joint Managing Director shall not, while holding that
office, be subject to retirement. A Director retiring at a meeting shall retain
office until the close or adjournment of the meeting and shall be eligible for
reelection.
(B) The members in annual general meeting shall elect Directors
to serve on the Board of Directors until the next annual general meeting of the
Company or their earlier, removal or retirement.
88. The Company may by ordinary resolution remove any Director
before the expiration of his period of office, notwithstanding any provisions of
these presents or of any agreement between the Company and such Director, but
without prejudice to any claim he may have for damages for breach of any such
agreement. The Company may by a like resolution appoint another person in place
of a Director so removed from office. In default of such appointment the vacancy
so arising may be filled by the Directors as a casual vacancy.
89. The Directors shall have power at any time and from time to time
to appoint any person to be a Director either to fill a casual vacancy or as an
additional Director, but so that the total number of Directors shall not at any
time exceed the maximum number fixed by or in accordance with these presents.
ALTERNATE DIRECTORS
90. (A) Any Director may at any time by writing under his hand and
deposited at the Office appoint any person approved by the Directors to be his
alternate Director either for any particular meeting or for such period of time
(not exceeding his own period of office) as such writing shall stipulate and may
in like manner at any time terminate such appointment.
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(B) The appointment of an alternate Director shall ipso facto
determine on the happening of any event which if he were a Director would render
him legally disqualified from acting as Director. His appointment shall also
determine ipso facto if his appointor ceases for any reason to be a Director.
(C) An alternate Director shall (subject to his giving to the
Company an address at which notices may be served upon him) be entitled to
receive notices of meetings of the Directors and to attend and vote as a
Director at any such meeting at which the Director appointing him is not
personally present and generally at such meeting to perform all functions of his
appointor as a Director and in the event of his having express authority in
writing from his appointor he shall be entitled to sign any resolution in
accordance with the provisions of Article 96. An Alternate Director shall not
(save as aforesaid) have power to act as a Director nor shall he be deemed to be
a Director for the purposes of these presents.
(D) An Alternate Director may be repaid by the Company such
expenses as might properly be repaid to him if he were a Director and he shall
be entitled to receive from the Company such proportion, if any, of the
remuneration otherwise payable to his appointor as such appointor may by notice
in writing to the Company from time to time direct, but save as aforesaid he
shall not in respect of such appointment be entitled to receive any remuneration
from the Company.
PROCEEDINGS OF DIRECTORS
91. The Directors may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings as they think fit. A Director
shall be deemed to be present at a meeting of Directors if he participates by
telephone or other electronic means and all Directors participating in the
meeting are able to hear each other and recognise each other's voice and for
this purpose participation shall constitute prima facie proof of recognition.
Questions arising at any meeting shall be determined by a majority of votes. In
case of an equality of votes the Chairman shall have a second or casting vote. A
director may, and the Secretary on the
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requisition of a Director shall, at any time summon a Meeting of the Directors.
It shall be necessary to give three days' notice of a meeting of Directors to
every Director but such notice may be waived by any Director.
92. A Director who is unable to attend any meeting of the Directors
and has not appointed an alternate Director may authorise any other Director to
vote for him at that meeting, and in that event the Director so authorised shall
have a vote for each Director by whom he is so authorised in addition to his own
vote. Any such authority must be in writing or by cable, radiogram, or telegram,
which must be produced at the meeting at which the same is to be used, and be
left with the Secretary for filing.
93. The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors, and unless so fixed at any other number
shall be two. A meeting of the Directors at which a quorum is present shall be
competent to exercise all powers and discretions for the time being exercisable
by the Directors.
94. The continuing Directors may act notwithstanding any vacancies,
but if and so long as the number of Directors is reduced below the minimum
number fixed by or in accordance with these presents the continuing Directors or
Director may act for the purpose of filling up such vacancies or of summoning
general meetings of the Company, but not for any other purpose. If there be no
Directors or Director able or willing to act, then any two members may summon a
general meeting for the purpose of appointing Directors.
95. The Directors may choose one of their number to be Chairman of
the Board who shall preside at their meetings. In the absence of the Chairman of
the Board (or if there be no Chairman of the Board) the President (if he shall
be a Director) shall preside at meetings of Directors, provided always that
nothing shall prevent the President from being chosen Chairman of the Board. If
at any meeting neither be present within five minutes after the time appointed
for holding the same the Directors present may choose one
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of their number to be Chairman of the meeting.
96. When all the Directors sign the Minutes of a Meeting of the
Directors the same shall be deemed to have been duly held notwithstanding that
the Directors have not actually come together or that there may have been
technical defects in the proceedings. And a resolution in writing, signed by a
majority of the Directors shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly called and constituted, and may
consist of several documents in a like form, each signed by one or more of the
Directors.
97. The Directors may delegate any of their powers to committees
consisting of such member or members of their body as they think fit. Any
Committee so formed shall in the exercise of the powers so delegated conform to
any regulation that may be imposed by the Directors.
98. The meetings and proceedings of any such committee consisting of
two or more members shall be governed by the provisions of these presents
regulating the meetings and proceedings of the Directors, so far as the same are
applicable and are not superseded by any regulations made by the Directors under
the last preceding Article.
99. All acts done by any meeting of Directors, or of a committee of
Directors or by any person acting as a Director, shall as regards all persons
dealing in good faith with the Company, notwithstanding that there was some
defect in the appointment or continuance in office of any such Director, or
person acting as aforesaid, or that they or any of them were disqualified or had
vacated office, or were not entitled to vote be as valid as if every such person
had been duly appointed and was qualified and had continued to be a Director and
had been entitled to vote.
BORROWING POWERS
100. The Directors may exercise all the powers of the Company to
borrow money, and to mortgage or charge its undertaking, property and uncalled
capital, and to issue debentures and other securities, whether outright or as
collateral security for any debt,
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liability or obligation of the Company or of any third party.
GENERAL POWERS OF DIRECTORS
101. The business of the Company shall be managed by the Directors,
who may pay all expenses incurred in forming and registering the Company, and
may exercise all such powers of the Company as are not by the Statutes or by
these presents required to be exercised by the Company in general meeting,
subject nevertheless to any regulations of these presents, to the provisions of
the Statutes, and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by special resolution of the
Company, but no regulation so made by the Company shall invalidate any prior act
of the Directors which would have been valid if such regulation had not been
made. The general powers given by this Article shall not be limited or
restricted by any special authority or power given to the Directors by any other
Article.
102. The Directors may from time to time and at any time by power of
attorney under the seal appoint any company, firm or person or any fluctuating
body of persons whether nominated directly or indirectly by the Directors, to be
the attorney or attorneys of the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the
Directors under these presents) and for such period and subject to such
conditions as they may think fit, and any such power of attorney may contain
such provisions for the protection and convenience of persons dealing with any
such attorney as the Directors may think fit, and may also authorise any such
attorney to sub-delegate all or any of the powers, authorities and discretions
vested in him.
103. The Company may exercise the powers conferred by the Statutes
with regard to having any official seal for use abroad, and such powers shall be
vested in the Directors.
104. All cheques, promissory notes, drafts, bills of exchange and
other negotiable or transferable instruments, and all receipts for moneys paid
to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, in
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such manner as the Directors shall from time to time by resolution determine,
provided that the signatures of the persons authorised to sign the foregoing
instruments shall be autograph signatures and facsimile signatures of such
persons shall not be affixed unless the Directors by resolution determine
otherwise.
THE SEAL
105. The Directors shall provide for the safe custody of the seal,
which shall only be used by the authority of the Directors or of a committee of
the Directors authorised by the Directors in that behalf, and every instrument
to which the seal shall be affixed shall be signed, unless otherwise provided by
the Directors, by a Director or by an Officer of the Company.
AUTHENTICATION OF DOCUMENTS
106. Any Director or the Secretary or any person appointed by the
Directors for the purpose shall have power to authenticate any documents
affecting the constitution of the Company and any resolutions passed by the
Company or the Directors, and any books, records, documents and accounts
relating to the business of the Company, and to certify copies thereof or
extracts therefrom as true copies or extracts; and where any books, records,
documents or accounts are elsewhere than the Office the local manager or other
Officer of the Company having the custody thereof shall be deemed to be a person
appointed by the Directors as aforesaid.
107. A document purporting to be a copy of a resolution of the
Directors or an extract from the minutes of a meeting of the Directors which is
certified as such in accordance with the provisions of the last preceding
Article shall be conclusive evidence in favour of all persons dealing with the
Company upon the faith thereof that such resolution has been duly passed or, as
the case may be, that such extract is a true and accurate record of a duly
constituted meeting of the Directors.
DIVIDENDS
108. The Company may by ordinary resolution declare dividends but no
dividend shall be payable except out of the profits
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of the Company, or in excess of the amount recommended by the Directors.
109. Unless and to the extent that the special rights attached to any
shares otherwise provide, all dividends shall be declared and paid according to
the amounts paid on the shares in respect whereof the dividend is paid, but (for
the purposes of this Article only) no amount paid on a share in advance of calls
shall be treated as paid on the share. All dividends shall be apportioned and
paid pro rata according to the amounts paid on the shares during any portion or
portions of the period in respect of which the dividend is paid, save that if
any share is issued on terms providing that it shall rank for dividend in whole
or in part as from a particular date, such share shall rank for dividend
accordingly.
110. If and so far as in the opinion of the Directors the profits of
the Company justify such payments, the Directors may pay the fixed dividends on
any class of shares carrying a fixed dividend expressed to be payable on fixed
dates on the half-yearly or other dates prescribed for the payment thereof and
may also from time to time pay interim dividends of such amounts and on such
dates as they think fit.
111. Subject to the provisions of the Statutes, where any asset,
business or property is bought by the Company as from a past date whether such
date be before or after the incorporation of the Company upon the terms that the
Company shall as from that date take the profits and bear the losses thereof,
such profits or losses may, at the discretion of the Directors, in whole or in
part be carried to revenue account and treated for all purposes as profits or
losses of the Company. Subject as aforesaid, if any shares or securities are
purchased cum dividend or interest, such dividend or interest may at the
discretion of the Directors be treated as revenue, and it shall not be
obligatory to capitalise the same or any part thereof.
112. No dividend or other moneys payable on or in respect of a share
shall bear interest as against the Company.
113. The Directors may deduct from any dividend or other
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moneys payable to any member on or in respect of a share all sums of money, if
any, presently payable by him to the Company on account of calls or otherwise.
114. The Directors may retain any dividend or other moneys payable on
or in respect of a share on which the Company has a lien, and may apply the same
in or towards satisfaction of the debts, liabilities or engagement in respect of
which the lien exists.
115. The Directors may retain the dividends payable upon shares in
respect of which any person is under the provisions as to the transmission of
shares hereinbefore contained entitled to become a member, or which any person
is under those provisions entitled to transfer until such person shall become a
member in respect of such shares or shall transfer the same.
116. The payment by the Directors of any unclaimed dividend or other
moneys payable on or in respect of a share into a separate account shall not
constitute the Company a trustee in respect thereof and any dividend unclaimed
after a period of twelve years from the date of declaration of such dividend
shall be forfeited and shall revert to the Company.
117. The Company may, upon the recommendation of the Directors, by
ordinary resolution, direct payment of a dividend in whole or in part by the
distribution of specific assets and in particular of paid-up shares or
debentures of any other company or in any one or more of such ways; and the
Directors shall give effect to such resolution, and where any difficulty arises
in regard to such distribution, the Directors may settle the same as they think
expedient and in particular may issue fractional certificates and fix the value
for distribution of such specific assets or any part thereof and may determine
that cash payments shall be made to any members upon the footing of the value so
fixed in order to adjust the rights of all parties and may vest any such
specific assets in trustees as may seem expedient to the Directors.
118. Any dividend or other moneys payable in cash on or in respect of
a share may be paid by cheque or warrant sent through the post to the registered
address of the member or person entitled
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thereto or, if two or more persons are registered as joint holders of the share
or are entitled thereto in consequence of the death or bankruptcy of the holder,
to any one of such persons or to such person and such address as such person or
persons may by writing direct. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent or to such person as the
holder or joint holders or person or persons entitled to the share in
consequence of the death or bankruptcy of the holder may direct and payment of
the cheque if purporting to be paid by the bank on which it is drawn shall be a
good discharge to the Company. Every such cheque or warrant shall be sent at the
risk of the person entitled to the money represented thereby.
119. If two or more persons are registered as joint holders of any
share, or are entitled jointly to a share in consequence of the death or
bankruptcy of the holder, any one of them may give effectual receipts for any
dividend or other money payable on or in respect of the share.
RESERVES
120. The Directors may from time to time set aside out of the profits
of the Company and carry to reserve such sums as they think proper which, at the
discretion of the Directors, shall be applicable for any purpose to which the
profits of the Company may properly be applied and pending such application may
either be employed in the business of the Company or be invested. The Directors
may divide the reserve into such special funds as they think fit, and may
consolidate into one fund any special funds or any parts of any special funds
into which the reserve may have been divided. The Directors may also without
placing the same to reserve carry forward any profits.
CAPITALISATION OF PROFITS AND RESERVES
121. The Company may, upon the recommendation of the Directors, by
ordinary resolution resolve that it is desirable to capitalise any sum standing
to the credit of any of the Company's reserve accounts or any sum standing to
the credit of profit and loss account or otherwise available for distribution,
provided that
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such sum be not required for paying the dividends on any shares carrying a fixed
cumulative preferential dividend, and accordingly that the Directors be
authorised and directed to appropriate the sum resolved to be capitalised to the
members in the proportions in which such sum would have been divisible amongst
them had the same been applied or been applicable in paying dividends and to
apply such sum on their behalf, either in or towards paying up the amounts, if
any, for the time being unpaid on any shares held by such members respectively,
or in paying up in full unissued shares or debentures of the Company of a
nominal amount equal to such sum, such shares or debentures to be allotted and
distributed credited as fully paid up to and amongst such members in the
proportion aforesaid or partly in one way and partly in the other.
122. Whenever such a resolution as aforesaid shall have been passed,
the Directors shall make all appropriations and applications of the sum resolved
to be capitalised thereby, and all allotments and issues of fully paid shares or
debentures, if any, and generally shall do all acts and things required to give
effect thereto, with full power to the Directors to make such provision by the
issue of fractional certificates or by payment in cash or otherwise as they
think fit for the case of shares or debentures becoming distributable in
fractions, and also to authorise any person to enter on behalf of all the
members interested into an agreement with the Company providing for the
allotment to them respectively credited as fully paid up of any further shares
to which they may be entitled upon such capitalisation, and any agreement made
under such authority shall be effective and binding on all such members.
MINUTES AND BOOKS
123. The Directors shall cause minutes to be made in books to be
provided for the purpose:
(a) of all appointments of Officers made by the Directors and by
the Company in general meeting
(b) of the names of the Directors present at each meeting of
Directors and of any committee of Directors
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(c) of all resolutions and proceedings at all meetings of the
Company and of any class of members of the Company and of
the Directors and of Committees of Directors.
124. The Directors shall duly comply with the provisions of the
Statutes and in particular the provisions in regard to registration of charges
created by or affecting property of the Company in regard to keeping a Register
of Directors and Managers, a Register of Members and a Register of Mortgages and
Charges, and in regard to the production and furnishing of copies of such
Registers and of any Register of holders of debentures of the Company.
125. Any Register, index, minute book, book of account or other book
required by these presents or the Statutes to be kept by or on behalf of the
Company unless required by the Statutes to be kept at the Office may be kept at
such place or places as the Directors may from time to time determine and may be
kept either by making entries in bound books or by recording them in any other
manner. In any case in which bound books are not used, the Directors shall take
adequate precautions for guarding against falsification and for facilitating its
discovery.
ACCOUNTS
126. (A) The Directors shall cause to be kept proper books of account
with respect to:
(a) all sums of money received and expended by the Company and
the matters in respect of which the receipt and expenditure
takes place
(b) all sales and purchases of goods by the Company
(c) the assets and liabilities of the Company
(B) For the purposes of the foregoing, proper books of account
shall not be deemed to be kept with respect to the matters aforesaid if there
are not kept such books as are necessary to give a true and fair view of the
state of the Company's affairs and to explain its transactions.
(C) The provisions of this Article may be waived by ordinary
resolution of the members in general meeting.
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127. The books of account shall be kept at the Office, or at such
other place as the Directors think fit, and shall always be open to the
inspection of the Directors. No member (other than a Director) shall have any
right of inspecting any account or book or document of the Company except as
conferred by Statute or authorised by the Directors.
128. The Directors shall at some date not later than eighteen months
after the incorporation of the Company and subsequently once at least in every
year lay before the Company in general meeting a profit and loss account, in the
case of the first account since the incorporation of the Company, and in any
other case since the preceding account, made up to a date not earlier than the
date of the meeting by more than nine months. Every profit and loss account
shall give a true and fair view of the profit and loss of the Company for the
period with which it deals. The provisions of this Article may be waived by
ordinary resolution of the members in general meeting.
129. The Directors shall cause to be made out in every year, and to
be laid before the Company in general meeting, a balance sheet as at the date to
which the profit and loss account is made up. Every balance sheet shall give a
true and fair view of the state of affairs of the Company as at the date
thereof. The provisions of this Article may be waived by ordinary resolution of
the members in general meeting.
130. Upon application to the Secretary any member and any holder of
debentures of the Company shall be entitled to receive within seven days before
the date of the annual general meeting of the Company already convened, a copy
of the balance sheet (if any) and profit and loss account (if any) to be laid
before the members in such annual general meeting.
AUDITORS
131. The Company may at each annual general meeting appoint an
auditor or auditors to hold office from the conclusion of that until the
conclusion of the next annual general meeting. At any annual general meeting a
retiring auditor, however appointed, shall
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be re-appointed without any resolution being passed unless:
(a) he is not qualified for re-appointment; or
(b) a resolution has been passed at that meeting appointing
somebody instead of him or providing expressly that he shall
not be re-appointed; or
(c) he has given the Company notice in writing of his
unwillingness to be re-appointed.
132. The auditor, if any, shall make a report to the members on the
accounts examined by him, and on every balance sheet and on every profit and
loss account laid before the Company in general meeting during his tenure of
office, and his report, which shall be read before the Company in general
meeting and shall be open to inspection by any member, shall obtain statements
as to the following matters:
(a) whether he has obtained all the information and explanations
which to the best of his knowledge and belief were necessary
for the purpose of his audit
(b) whether, in his opinion, proper books of account have been
kept by the Company, so far as appears from his examination
of their books, and proper returns adequate for the purpose
of his audit have been received from branches not visited by
him.
(c) (i) whether the Company's balance sheet and profit and loss
account dealt with by the report are in agreement with
the books of account and returns
(ii) whether, in his opinion and to the best of his
information and according to the explanations given to
him, the said accounts give the information required by
these Articles in the manner so required and give a
true and fair view, in the case of the balance sheet,
of the state of the Company's
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affairs as at the date thereof, and in the case of the
profit and loss account, of the profit or loss of the
Company for the period dealt with therein.
133. All acts done by any person acting as an Auditor shall as
regards all persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment or that he was at
the time of his appointment not qualified for appointment.
134. The auditor, if any, shall be entitled to attend any general
meeting and to receive all notices of and other communications relating to any
general meeting which any member is entitled to receive, and to be heard at any
general meeting on any part of the business of the meeting which concerns him as
auditor.
NOTICES
135. Any notice or document may be served by the Company on any
member either personally or by sending it through the post in a prepaid letter
addressed to such member at his registered address or, (if he has no registered
address within the Commonwealth of The Bahamas) to the address, if any, supplied
by him to the Company as his address for the service of notices. Where a notice
or other document is served by post, service shall be deemed to be effected at
the time when the letter containing the same is posted, and in proving such
service it shall be sufficient to prove that such letter was properly addressed,
stamped and posted.
136. In respect of joint holdings all notices shall be given to that
one of the joint holders whose name stands first in the Register of Members, and
notice so given shall be sufficient notice to all the joint holders.
137. A person entitled to a share in consequence of the death or
bankruptcy of a member upon supplying to the Company such evidence as the
Directors may reasonably require to show his title to the share, and upon
supplying also an address for the service of notices, shall be entitled to have
served upon him at such address any notice or document to which the member but
for his death or bankruptcy would be entitled, and such service shall for all
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purposes be deemed a sufficient service of such notice or document on all
persons interested (whether jointly with or as claiming through or under him) in
the share. Save as aforesaid any notice or document delivered or sent by post to
or left at the registered address of any member in pursuance of these presents
shall, notwithstanding that such member be then dead or bankrupt, and whether or
not the Company has notice of his death or bankruptcy be deemed to have been
duly served in respect of any share registered in the name of such member as
sole or joint holder.
138. A member who (having no registered address within the
Commonwealth of The Bahamas) has not supplied to the Company an address for the
service of notices shall not be entitled to receive notices from the Company.
WINDING UP
139. If the Company shall be wound up (whether the liquidation is
voluntary, under supervision, or by the Court) the Liquidator may, with the
authority of a special resolution, divide among the members in specie or kind
the whole or any part of the assets of the Company and whether or not the assets
shall consist of property of one kind or shall consist of properties of
different kinds, and may for such purpose set such value as he deems fair upon
any one or more class or classes of property and may determine how such division
shall be carried out as between the members or different classes of members. The
Liquidator may, with the like authority, vest any part of the assets in trustees
upon such trusts for the benefit of members as the Liquidator with the like
authority shall think fit, and the liquidation of the Company may be closed and
the Company dissolved, but so that no contributory shall be compelled to accept
any shares in respect of which there is a liability.
INDEMNITY
140. Every Director, manager, Secretary and other officer or servant
of the Company shall be indemnified by the Company against, and it shall be the
duty of the Directors out of the funds of the Company to pay, all costs, losses,
and expenses which any such
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Director, manager, Secretary, officer or servant may incur or become liable to
by reason of any contract entered into, or act or thing done by him as such
Director, Manager, Secretary, officer or servant, or in any way in the discharge
of his duties, including traveling expenses; and the amount for which such
indemnity is provided shall immediately attach as a lien on the property of the
Company, and have priority as between the members over all other claims.
141. No Director or other officer of the Company shall be liable for
the acts, receipts, neglects or defaults of any other Director or officer or for
joining in any receipt or other act for conformity or for any loss or expense
happening to the Company through the insufficiency or deficiency of title to any
property acquired by order of the Directors for or on behalf of the Company, or
for the insufficiency or deficiency of any security in or upon which any of the
moneys of the Company shall be invested, or for any loss or damage arising from
the bankruptcy, insolvency, or tortious act of any person with whom any moneys,
securities or effects shall be deposited, or for any loss occasioned by an error
of judgment, omission, default or oversight on his part, or for any other loss,
damage or misfortune whatever which shall happen in the execution of his office
or in relation thereto, unless the same happen through his own dishonesty.