THE COMPANIES ACT, 1862. (25 & 26 VICT. c.89)

(Mode of forming Company.) 　6. Any Seven or more Persons associated for any lawful Purpose may, by subscribing their Names to a Memorandum of Association, and otherwise complying with the Requisitions of this Act in respect of Registration, form an incorporated Company, with or without limited Liability. (Mode of limiting Liability of Members.) 　7. The Liability of the Members of a Company formed under this Act may, according to the Memorandum of Association, be limited either to the Amount, if any, unpaid on the Shares respectively held by them, or to such Amount as the Members may respectively undertake by the Memorandum of Association to contribute to the Assets of the Company in the event of its being wound up. (Memorandum of Association of a Company limited by Shares.) 　8. Where a Company is formed on the Principle of having the Liability of its Members limited to the Amount unpaid on their Shares, herein-after referred to as a Company limited by Shares, the Memorandum of Association shall contain the following Things; (that is to say,) (1.) The Name of the proposed Company, with the Addition of the Word ‘Limited’ as the last Word in such Name: (2.) The Part of the United Kingdom, whetherEngland , Scotland , or Ireland , in which the registered Office of the Company is proposed to be situate: (3.) The Objects for which the proposed Company is to be established: (4.) A Declaration that the Liability of the Members is limited: (5.) The Amount of Capital with which the Company proposes to be registered divided into Shares of a certain fixed Amount: Subject to the following Regulations: (1.) That no Subscriber shall take less than One Share: (2.) That each Subscriber of the Memorandum of Association shall write opposite to his Name the Number of Shares he takes. (Memorandum of Association of a Company limited by Guarantee.) 　9. Where a Company is formed on the Principle of having the Liability of its Members limited to such Amount as the Members respectively undertake to contribute to the Assets of the Company in the event of the same being wound up, herein-after referred to as a Company limited by Guarantee, the Memorandum of Association shall contain the following Things; (that is to say,) (1.) The Name of the proposed Company, with the Addition of the Word ‘Limited’ as the last Word in such Name: (2.) The Part of the United Kingdom, whetherEngland , Scotland , or Ireland , in which the registered Office of the Company is proposed to be situate: (3.) The Objects for which the proposed Company is to be established: (4.) A Declaration that each Member 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 of the Costs, Charges, and Expenses of winding up the Company, and for the Adjustment of the Rights of the Contributories amongst themselves, such Amount as may be required, not exceeding a specified Amount. (Memorandum of Association of an Unlimited Company.) 　10. Where a Company is formed on the Principle of having no Limit placed on the Liability of its Members, herein-after referred to as an Unlimited Company, the Memorandum of Association shall contain the following Things; (that is to say,) (1.) The Name of the proposed Company: (2.) The Part of the United Kingdom, whetherEngland , Scotland , or Ireland , in which the registered Office of the Company is proposed to be situate: (3.) The Objects for which the proposed Company is to be established. (Stamp, Signature, and Effect of Memorandum of Association.) 　11. The Memorandum of Association shall bear the same Stamp as if it were a Deed, and shall be signed by each Subscriber in the Presence of, and be attested by, One Witness at the least, and that Attestation shall be a sufficient Attestation inScotland as well as in England and Ireland : It shall, when registered, bind the Company and the Members thereof to the same Extent as if each Member had subscribed his Name and affixed his Seal thereto, and there were in the Memorandum contained, on the Part of himself, his Heirs, Executors, and Administrators, a Covenant to observe all the Conditions of such Memorandum, subject to the Provisions of this Act. (Registration of Memorandum of Association and Articles of Association, with Fees as in Table B.) 　17. The Memorandum of Association and the Articles of Association, if any, shall be delivered to the Registrar of Joint Stock Companies herein-after mentioned, who shall retain and register the same: There shall be paid to the Registrar by a Company having a Capital divided into Shares, in respect of the several Matters mentioned in the Table marked B. in the First Schedule hereto, the several Fees therein specified, or such smaller Fees as the Board of Trade may from Time to Time direct; and by a Company not having a Capital divided into Shares, in respect of the several Matters mentioned in theTable marked C. in the First Schedule hereto, the several Fees therein specified, or such smaller Fees as the Board of Trade may from Time to Time direct: All Fees paid to the said Registrar in pursuance of this Act shall be paid into the Receipt of Her Majesty's Exchequer, and be carried to the Account of the Consolidated Fund of the United Kingdom ofGreat Britain and Ireland . (Effect of Registration.) 　18. Upon the Registration of the Memorandum of Association, and of the Articles of Association in Cases where Articles of Association are required by this Act or by the Desire of the Parties to be registered, the Registrar shall certify under his Hand that the Company is incorporated, and in the Case of a Limited Company that the Company is limited: The Subscribers of the Memorandum of Association, together with such other Persons as may from Time to Time become Members of the Company, shall thereupon be a Body Corporate by the Name contained in the Memorandum of Association, capable forthwith of exercising all the Functions of an incorporated Company, and having perpetual Succession and a Common Seal, with Power to hold Lands, but with such Liability on the Part of the Members to contribute to the Assets of the Company in the event of the same being wound up as is herein-after mentioned: A Certificate of the Incorporation of any Company given by the Registrar shall be conclusive Evidence that all the Requisitions of this Act in respect of Registration have been complied with. (Copies of Memorandum and Articles to be given to Members.) 　19. A Copy of the Memorandum of Association, having annexed thereto the Articles of Association, if any, shall be forwarded to every Member at his Request, on Payment of the Sum of One Shilling or such less Sum as may be prescribed by the Company for each Copy; and if any Company makes default in forwarding a Copy of the Memorandum of Association and Articles of Association, if any, to a Member, in pursuance of this Section, the Company so making default shall for each Offence incur a Penalty not exceeding One Pound. (Prohibition against Identity of Names in Companies.) 　20. No Company shall be registered under a Name identical with that by which a subsisting Company is already registered, or so nearly resembling the same as to be calculated to deceive, except in a Case where such subsisting Company is in the course of being dissolved and testifies its Consent in such Manner as the Registrar requires; and if any Company, through Inadvertence or otherwise, is, without such Consent as aforesaid, registered by a Name identical with that by which a subsisting Company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned Company may, with the Sanction of the Registrar, change its Name, and upon such Change being made the Registrar shall enter the new Name on the Register in the Place of the former Name, and shall issue a Certificate of Incorporation altered to meet the Circumstances of the Case; but no such Alteration of Name shall affect any Rights or Obligations of the Company, or render defective any legal Proceedings instituted or to be instituted by or against the Company, and any legal Proceedings may be continued or commenced against the Company by its new Name that might have been continued or commenced against the Company by its former Name. (Register of Members.) 　25. Every Company under this Act shall cause to be kept in One or more Books a Register of its Members, and there shall be entered therein the following Particulars: (1.) The Names and Addresses, and the Occupations, if any, of the Members of the Company, with the Addition, in the Case of a Company having a Capital divided into Shares, of a Statement of the Shares held by each Member, distinguishing each Share by its Number: And of the Amount paid or agreed to be considered as paid on the Shares of each Member: (2.) The Date at which the Name of any Person was entered in the Register as a Member: (3.) The Date at which any Person ceased to be a Member: And any Company acting in contravention of this Section shall incur a Penalty not exceeding Five Pounds for every Day during which its Default in complying with the Provisions of this Section continues, and every Director or Manager of the Company who shall knowingly and wilfully authorize or permit such Contravention shall incur the like Penalty. (Annual List of Members.) 　26. Every Company under this Act, and having a Capital divided into Shares, shall make, once at least in every Year, a List of all Persons who, on the Fourteenth Day succeeding the Day on which the Ordinary General Meeting, or if there is more than One Ordinary Meeting in each Year, the First of such Ordinary General Meetings is held, are Members of the Company; and such List shall state the Names, Addresses, and Occupations of all the Members therein mentioned, and the Number of Shares held by each of them, and shall contain a Summary specifying the following Particulars: (1.) The Amount of the Capital of the Company, and the Number of Shares into which it is divided: (2.) The Number of Shares taken from the Commencement of the Company up to the Date of the Summary: (3.) The Amount of Calls made on each Share: (4.) The total Amount of Calls received: (5.) The total Amount of Calls unpaid: (6.) The total Amount of Shares forfeited: (7.) The Names, Addresses, and Occupations of the Persons who have ceased to be Members since the last List was made, and the Number of Shares held by each of them. The above List and Summary shall be contained in a separate Part of the Register, and shall be completed within Seven Days after such Fourteenth Day as is mentioned in this Section, and a Copy shall forthwith be forwarded to the Registrar of Joint Stock Companies. (Penalty on Company, &c. not keeping a proper Register.) 　27. If any Company under this Act, and having a Capital divided into Shares, makes default in complying with the Provisions of this Act with respect to forwarding such List of Members or Summary as is herein-before mentioned to the Registrar, such Company shall incur a Penalty not exceeding Five Pounds for every Day during which such Default continues, and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such Default shall incur the like Penalty. (Company to give Notice of Consolidation or of Conversion of Capital into Stock.) 　28. Every Company under this Act, having a Capital divided into Shares, that has consolidated and divided its Capital into Shares of larger Amount than its existing Shares, or converted any Portion of its Capital into Stock, shall give Notice to the Registrar of Joint Stock Companies of such Consolidation, Division, or Conversion, specifying the Shares so consolidated, divided, or converted. (Effect of Conversion of Shares into Stock.) 　29. Where any Company under this Act, and having a Capital divided into Shares, has converted any Portion of its Capital into Stock, and given Notice of such Conversion to the Registrar, all the Provisions of this Act which are applicable to Shares only shall cease as to so much of the Capital as is converted into Stock; and the Register of Members hereby required to be kept by the Company, and the List of Members to be forwarded to the Registrar, shall show the Amount of Stock held by each Member in the List instead of the Amount of Shares and the Particulars relating to Shares herein-before required. (Liability of present and past Members of Company.) 　38. In the event of a Company formed under this Act being wound up, every present and past Member of such Company shall be liable to contribute to the Assets of the Company to an Amount sufficient for Payment of the Debts and Liabilities of the Company, and the Costs, Charges, and Expenses of the Winding-up, and for the Payment of such Sums as may be required for the Adjustment of the Rights of the Contributories amongst themselves, with the Qualifications following; (that is to say,) (1.) No past Member shall be liable to contribute to the Assets of the Company if he has ceased to be a Member for a Period of One Year or upwards prior to the Commencement of the Winding-up: (2.) No past Member shall be liable to contribute in respect of any Debt or Liability of the Company contracted after the Time at which he ceased to be a Member: (3.) No past Member shall be liable to contribute to the Assets of the Company unless it appears to the Court that the existing Members are unable to satisfy the Contributions required to be made by them in pursuance of this Act: (4.) In the Case of a Company limited by Shares, no Contributions shall be required from any Member exceeding the Amount, if any, unpaid on the Shares in respect of which he is liable as a present or past Member: (5.) In the Case of a Company limited by Guarantee, no Contribution shall be required from any Member exceeding the Amount of the Undertaking entered into on his Behalf by the Memorandum of Association: (6.) Nothing in this Act contained shall invalidate any Provision contained in any Policy of Insurance or other Contract whereby the Liability of individual Members upon any such Policy or Contract is restricted, or whereby the Funds of the Company are alone made liable in respect of such Policy or Contract: (7.) No Sum due to any Member of a Company, in his Character of a Member, by way of Dividends, Profits, or otherwise, shall be deemed to be a Debt of the Company, payable to such Member in a Case of Competition between himself and any other Creditor not being a Member of the Company; but any such Sum may be taken into account, for the Purposes of the final Adjustment of the Rights of the Contributories amongst themselves. (General Meeting of Company.) 　49. A General Meeting of every Company under this Act shall be held once at the least in every Year. (Power to alter Regulations by Special Resolution.) 　50. Subject to the Provisions of this Act, and to the Conditions contained in the Memorandum of Association, any Company formed under this Act may, in General Meeting, from Time to Time, by passing a Special Resolution in manner herein-after mentioned, alter all or any of the Regulations of the Company contained in the Articles of Association or in the Table marked A. in the First Schedule, where such Table is applicable to the Company, or make new Regulations to the Exclusion of or in addition to all or any of the Regulations of the Company; and any Regulations so made by Special Resolution shall be deemed to be Regulations of the Company of the same Validity as if they had been originally contained in the Articles of Association, and shall be subject in like Manner to be altered or modified by any subsequent Special Resolution. (Definition of Special Resolution.) 　51. A Resolution passed by a Company under this Act shall be deemed to be special whenever a Resolution has been passed by a Majority of not less than Three Fourths of such Members of the Company for the Time being entitled, according to the Regulations of the Company, to vote as may be present, in Person or by Proxy (in Cases where by the Regulations of the Company Proxies are allowed), at any General Meeting of which Notice specifying the Intention to propose such Resolution has been duly given, and such Resolution has been confirmed by a Majority of such Members for the Time being entitled, according to the Regulations of the Company, to vote as may be present, in Person or by Proxy, at a subsequent General Meeting, of which Notice has been duly given, and held at an Interval of not less than Fourteen Days, nor more than One Month from the Date of the Meeting at which such Resolution was first passed: At any Meeting mentioned in this Section, unless a Poll is demanded by at least Five Members, a Declaration of the Chairman that the Resolution has been carried shall be deemed conclusive Evidence of the Fact, without Proof of the Number or Proportion of the Votes recorded in favour of or against the same: Notice of any Meeting shall, for the Purposes of this Section, be deemed to be duly given and the Meeting to be duly held, whenever such Notice is given and Meeting held in manner prescribed by the Regulations of the Company: In computing the Majority under this Section, when a Poll is demanded, Reference shall be had to the Number of Votes to which each Member is entitled by the Regulations of the Company. (Provision where no Regulations as to Meetings.) 　52. In default of any Regulations as to voting every Member shall have One Vote, and in default of any Regulations as to summoning General Meetings a Meeting shall be held to be duly summoned of which Seven Days Notice in Writing has been served on every Member in manner in which Notices arerequired to be served by the Table marked A. in the First Schedule hereto, and in default of any Regulations as to the Persons to summon Meetings Five Members shall be competent to summon the same, and in default of any Regulations as to who is to be Chairman of such Meeting, it shall be competent for any Person elected by the Members present to preside. (Power of Company to appoint Inspectors.) 　60. Any Company under this Act may by Special Resolution appoint Inspectors for the Purpose of examining into the Affairs of the Company: The Inspectors so appointed shall have the same Powers and perform the same Duties as Inspectors appointed by the Board of Trade, with this Exception, that, instead of making their Report to the Board of Trade, they shall make the same in such Manner and to such Persons as the Company in General Meeting directs; and the Officers and Agents of the Company shall incur the same Penalties, in case of any Refusal to produce any Book or Document hereby required to be produced to such Inspectors, or to answer any Question, as they would have incurred if such Inspector had been appointed by the Board of Trade. (Circumstances under which Company may be wound up by Court.) 　79. A Company under this Act may be wound up by the Court as herein-after defined, under the following Circumstances; (that is to say,) (1.) Whenever the Company has passed a Special Resolution requiring the Company to be wound up by the Court: (2.) Whenever the Company does not commence its Business within a Year from its Incorporation, or suspends its Business for the Space of a whole Year: (3.) Whenever the Members are reduced in Number to less than Seven: (4.) Whenever the Company is unable to pay its Debts: (5.) Whenever the Court is of opinion that it is just and equitable that the Company should be wound up. (Circumstances under which Company may be wound up voluntarily.) 　129. A Company under this Act may be wound up voluntarily, (1.) Whenever the Period, if any, fixed for the Duration of the Company by the Articles of Association expires, or whenever the Event, if any, occurs, upon the Occurrence of which it is provided by the Articles of Association that the Company is to be dissolved, and the Company in General Meeting has passed a Resolution requiring the Company to be wound up voluntarily: (2.) Whenever the Company has passed a Special Resolution requiring the Company to be wound up voluntarily: (3.) Whenever the Company has passed an Extraordinary Resolution to the Effect that it has been proved to their Satisfaction that the Company cannot by reason of its Liabilities continue its Business, and that it is advisable to wind up the same: For the Purposes of this Act any Resolution shall be deemed to be extraordinary which is passed in such Manner as would, if it had been confirmed by a subsequent Meeting, have constituted a Special Resolution, as herein-before defined. (Commencement of voluntary Winding-up.) 　130. A voluntary Winding-up shall be deemed to commence at the Time of the passing of the Resolution authorizing such Winding-up. (Effect of voluntary Winding-up on Status of Company.) 　131. Whenever a Company is wound up voluntarily the Company shall, from the Date of the Commencement of such Winding-up, cease to carry on its Business, except in so far as may be required for the beneficial Winding-up thereof, and all Transfers of Shares except Transfers made to or with the Sanction of the Liquidators, or Alteration in the Status of the Members of the Company taking place after the Commencement of such Winding-up shall be void, but its Corporate State and all its Corporate Powers shall, notwithstanding it is otherwise provided by its Regulations, continue until the Affairs of the Company are wound up. (Notice of Resolution to wind up voluntarily.) 　132. Notice of any Special Resolution or Extraordinary Resolution passed for winding up a Company voluntarily shall be given by Advertisement as respects Companies registered inEngland in the LondonGazette , as respects Companies registered in Scotland in the Edinburgh Gazette , and as respects Companies registered in Ireland in the Dublin Gazette . (Power for Liquidators to accept Shares, &c. as a Consideration for Sale of Property of Company.) 　161. Where any Company is proposed to be or is in the course of being wound up altogether voluntarily, and the whole or a Portion of its Business or Property is proposed to be transferred or sold to another Company, the Liquidators of the first-mentioned Company may, with the Sanction of a Special Resolution of the Company by whom they were appointed, conferring either a general Authority on the Liquidators, or an Authority in respect of any particular Arrangement, receive in Compensation or part Compensation for such Transfer or Sale Shares, Policies, or other like Interests in such other Company, for the Purpose of Distribution amongst the Members of the Company being wound up, or may enter into any other Arrangement whereby the Members of the Company being wound up may, in lieu of receiving Cash, Shares, Policies, or other like Interests, or in addition thereto, participate in the Profits of or receive any other Benefit from the purchasing Company; and any Sale made or Arrangement entered into by the Liquidators in pursuance of this Section shall be binding on the Members of the Company being wound up; subject to this Proviso, that if any Member of the Company being wound up who has not voted in favour of the Special Resolution passed by the Company of which he is a Member at either of the Meetings held for passing the same expresses his Dissent from any such Special Resolution in Writing addressed to the Liquidators or One of them, and left at the registered Office of the Company not later than Seven Days after the Date of the Meeting at which such Special Resolution was passed, such dissentient Member may require the Liquidators to do One of the following Things as the Liquidators may prefer; that is to say, either to abstain from carrying such Resolution into effect, or to purchase the Interest held by such dissentient Member at a Price to be determined in manner herein-after mentioned, such Purchase Money to be paid before the Company is dissolved, and to be raised by the Liquidators in such Manner as may be determined by Special Resolution: No Special Resolution shall be deemed invalid for the Purposes of this Section by reason that it is passed antecedently to or concurrently with any Resolution for winding up the Company, or for appointing Liquidators; but if an Order be made within a Year for winding up the Company by or subject to the Supervision of the Court, such Resolution shall not be of any Validity unless it is sanctioned by the Court. (Mode of determining Price.) 　162. The Price to be paid for the Purchase of the Interest of any dissentient Member may be determine by Agreement, but if the Parties dispute about the same, such Dispute shall be settled by Arbitration, and for the Purposes of such Arbitration the Provisions of ‘The Companies Clauses Consolidation Act, 1845,’ with respect to the Settlement of Disputes by Arbitration, shall be incorporated with this Act; and in the Construction of such Provisions this Act shall be deemed to be the Special Act, and ‘the Company’ shall mean the Company that is being wound up, and any Appointment by the said incorporated Provisions directed to be made under the Hand of the Secretary, or any Two of the Directors, may be made under the Hand of the Liquidator, if only One, or any Two or more of the Liquidators if more than One. FIRST SCHEDULE. TABLE A. (26.) The Directors may, with the Sanction of a special Resolution of the Company previously given in General Meeting, increase its Capital by the Issue of new Shares, such aggregate Increase to be of such Amount, and to be divided into Shares of such respective Amounts, as the Company in General Meeting directs, or, if no Direction is given, as the Directors think expedient. (27.) Subject to any Direction to the contrary that may be given by the Meeting that sanctions the Increase of Capital, all new Shares shall be offered to the Members in proportion to the existing Shares held by them, and such Offer shall be made by Notice specifying the Number of Shares to which the Member is entitled, and limiting a Time within which the Offer, if not accepted, will be deemed to be declined, and after the Expiration of such Time, or on the Receipt of an Intimation from the Member to whom such Notice is given that he declines to accept the Shares offered, the Directors may dispose of the same in such Manner as they think most beneficial to the Company. (28.) Any Capital raised by the Creation of new Shares shall be considered as Part of the original Capital, and shall be subject to the same Provisions with reference to the Payment of Calls, and the Forfeiture of Shares on Nonpayment of Calls, or otherwise, as if it had been Part of the original Capital. (29.) The First General Meeting shall be held at such Time, not being more than Six Months after the Registration of the Company, and at such Place, as the Directors may determine. (30.) 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. (31.) The above-mentioned General Meetings shall be called Ordinary Meetings; all other General Meetings shall be called Extraordinary. (32.) The Directors may, whenever they think fit, and they shall upon a Requisition made in Writing by not less than One Fifth in Number of the Members of the Company, convene an Extraordinary General Meeting. (33.) 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. (34.) Upon the Receipt of such Requisition the Directors shall forthwith proceed to convene an Extraordinary 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 Members amounting to the required Number, may themselves convene an Extraordinary General Meeting. (35.) 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. (36.) 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 sanctioning a Dividend and the Consideration of the Accounts, Balance Sheets, and the ordinary Report of the Directors. (37.) No Business shall be transacted at any General Meeting, except the Declaration of a Dividend, unless a Quorum of Members is present at the Time when the Meeting proceeds to Business; and such Quorum shall be ascertained as follows; that is to say, if the Persons who have taken Shares in 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 Twenty. (38.) If within One Hour from the Time appointed for the Meeting a Quorum is not present, the Meeting, if convened upon 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; and if at such adjourned Meeting a Quorum is not present, it shall be adjourned sine die. (39.) The Chairman (if any) of the Board of Directors shall preside as Chairman at every General Meeting of the Company. (40.) If there is no such Chairman, or if at any Meeting he is not present within Fifteen Minutes after the Time appointed for holding the Meeting, the Members present shall choose some One of their Number to be Chairman. (41.) 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. (42.) 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. (43.) If a Poll is demanded by Five or more Members it 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. In the Case of an Equality of Votes at any General Meeting the Chairman shall be entitled to a Second or Casting Vote. (44.) Every Member shall have One Vote for every Share up to Ten: He shall have an additional Vote for every Five Shares beyond the first Ten Shares up to One hundred, and an additional Vote for every Ten Shares beyond the first Hundred Shares. (45.) If any Member is a Lunatic or Idiot he may vote by his Committee, Curator bonis, or other legal Curator. (46.) If One or more Persons are jointly entitled to a Share or Shares, the Member whose Name stands first in the Register of Members as One of the Holders of such Share or Shares, and no other, shall be entitled to vote in respect of the same. (47.) No Member shall be entitled to vote at any General Meeting unless all Calls due from him have been paid, and no Member shall be entitled to vote in respect of any Share that he has acquired by Transfer at any Meeting held after the Expiration of Three Months from the Registration of the Company, unless he has been possessed of the Share in respect of which he claims to vote for at least Three Months previously to the Time of holding the Meeting at which he proposes to vote. (48.) Votes may be given either personally or by Proxy. (49.) The Instrument appointing a Proxy shall be in Writing, under the Hand of the Appointor, or if such Appointor is a Corporation, under their Common Seal, and shall be attested by One or more Witness or Witnesses: No Person shall be appointed a Proxy who is not a Member of the Company. (50.) The Instrument appointing a Proxy shall be deposited at the registered Office of the Company not less than Seventy-two Hours before the Time for holding the Meeting at which the Person named in such Instrument proposes to vote, but no Instrument appointing a Proxy shall be valid after the Expiration of Twelve Months from the Date of its Execution. (51.) 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, and entitled to Voteor Votes, 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 [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 . (52.) The Number of the Directors, and the Names of the First Directors, shall be determined by the Subscribers of the Memorandum of Association. (53.) Until Directors are appointed the Subscribers of the Memorandum of Association shall be deemed to be Directors. (54.) The future Remuneration of the Directors, and their Remuneration for Services performed previously to the First General Meeting, shall be determined by the Company in General Meeting. (55.) The Business of the Company shall be managed by the Directors, who may pay all Expenses incurred in getting up and registering the Company, and may exercise all such Powers of the Company as are not by the foregoing Act, or by these Articles, required to be exercised by the Company in General Meeting, subject nevertheless to any Regulations of these Articles, to the Provisions of the foregoing Act, and to such Regulations, being not inconsistent with the aforesaid Regulations or Provisions, as may be prescribed 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. (56.) The continuing Directors may act notwithstanding any Vacancy in their Body. (57.) The Office of Director shall be vacated,— If he holds any other Office or Place of Profit under the Company; If he becomes bankrupt or insolvent; If he is concerned in or participates in the Profits of any Contract with the Company: But the above Rules shall be subject to the following Exceptions: That no Director shall vacate his Office by reason of his being a Member of any Company which has entered into Contracts with or done any Work for the Company of which he is Director; nevertheless he shall not vote in respect of such Contract or Work; and if he does so vote his Vote shall not be counted. (58.) At the First Ordinary Meeting after the Registration of the Company the whole of the Directors shall retire from Office; and at the First Ordinary Meeting in every subsequent Year One Third of the Directors for the Time being, or if their Number is not a Multiple of Three, then the Number nearest to One Third, shall retire from Office. (59.) The One Third or other nearest Number to retire during the First and Second Years ensuing the First Ordinary Meeting of the Company shall, unless the Directors agree among themselves, be determined by Ballot: In every subsequent Year the One Third or other nearest Number who have been longest in Office shall retire. (60.) A retiring Director shall be re-eligible. (61.) The Company at the General Meeting at which any Directors retire in manner aforesaid shall fill up the vacated Offices by electing a like Number of Persons. (62.) If at any Meeting at which an Election of Directors ought to take place the Places of the vacating Directors are not filled up, the Meeting shall stand adjourned till the same Day in the next Week, at the same Time and Place; and if at such adjourned Meeting the Places of the vacating Directors are not filled up, the vacating Directors, or such of them as have not had their Places filled up, shall continue in Office until the Ordinary Meeting in the next Year, and so on from Time to Time until their Places are filled up. (63.) The Company may from Time to Time, in General Meeting, increase or reduce the Number of Directors, and may also determine in what Rotation such increased or reduced Number is to go out of Office. (64.) Any casual Vacancy occurring in the Board of Directors may be filled up by the Directors, but any Person so chosen shall retain his Office so long only as the vacating Director would have retained the same if no Vacancy had occurred. (65.) The Company, in General Meeting, may, by a special Resolution, remove any Director before the Expiration of his Period of Office, and may by an ordinary Resolution appoint another Person in his Stead: The Person so appointed shall hold Office during such Time only as the Director in whose Place he is appointed would have held the same if he had not been removed. (66.) The Directors may meet together for the Despatch of Business, adjourn, and otherwise regulate their Meetings as they think fit, and determine the Quorum necessary for the Transaction of Business: Questions arising at any Meeting shall be decided by a Majority of Votes: In case of an Equality of Votes the Chairman shall have a Second or Casting Vote: A Director may at any Time summon a Meeting of the Directors. (67.) The Directors may elect a Chairman of their Meetings, and determine the Period for which he is to hold Office; but if no such Chairman is elected, or if at any Meeting the Chairman is not present at the Time appointed for holding the same, the Directors present shall choose some One of their Number to be Chairman of such Meeting. (68.) The Directors may delegate any of their Powers to Committees consisting of such Member or Members of their Body as they think fit: Any Committee so formed shall, in the Exercise of the Powers so delegated, conform to any Regulations that may be imposed on them by the Directors. (69.) A Committee may elect a Chairman of their Meetings: If no such Chairman is elected, or if he is not present at the Time appointed for holding the same, the Members present shall choose One of their Number to be Chairman of such Meeting. (70.) A Committee may meet and adjourn as they think proper: Questions arising at any Meeting shall be determined by a Majority of Votes of the Members present; and in case of an Equality of Votes the Chairman shall have a Second or Casting Vote. (71.) All Acts done by any Meeting of the Directors, or of a Committee of Directors, or by any Person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some Defect in the Appointment of any such Directors or Persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director. (72.) The Directors may, with the Sanction of the Company in General Meeting, declare a Dividend to be paid to the Members in proportion to their Shares. (73.) No Dividend shall be payable except out of the Profits arising from the Business of the Company. (74.) The Directors may, before recommending any Dividend, set aside out of the Profits of the Company such Sum as they think proper as a reserved Fund to meet Contingencies, or for equalizing Dividends, or for repairing or maintaining the Works connected with the Business of the Company, or any Part thereof; and the Directors may invest the Sum so set apart as a reserved Fund upon such Securities as they may select. (75.) The Directors may deduct from the Dividends payable to any Member all such Sums of Money as may be due from him to the Company on account of Calls or otherwise. (76.) Notice of any Dividend that may have been declared shall be given to each Member in manner herein-after mentioned; and all Dividends unclaimed for Three Years, after having been declared, may be forfeited by the Directors for the Benefit of the Company. (77.) No Dividend shall bear Interest as against the Company. (78.) The Directors shall cause true Accounts to be kept,— Of the Stock in Trade of the Company; Of the Sums of Money received and expended by the Company, and the Matter in respect of which such Receipt and Expenditure takes place; and, Of the Credits and Liabilities of the Company: The Books of Account shall be kept at the registered Office of the Company, and, subject to any reasonable Restrictions as to the Time and Manner of inspecting the same that may be imposed by the Company in General Meeting, shall be open to the Inspection of the Members during the Hours of Business. (79.) Once at the least in every Year the Directors shall lay before the Company in General Meeting a Statement of the Income and Expenditure for the past Year, made up to a Date not more than Three Months before such Meeting. (80.) The Statement so made shall show, arranged under the most convenient Heads, the Amount of gross Income, distinguishing the several Sources from which it has been derived, and the Amount of gross Expenditure, distinguishing the Expense of the Establishment, Salaries, and other like Matters: Every Item of Expenditure fairly chargeable against the Year's Income shall be brought into Account, so that a just Balance of Profit and Loss may be laid before the Meeting; and in Cases where any Item of Expenditure which may in Fairness be distributed over several Years has been incurred in any One Year the whole Amount of such Item shall be stated, with the Addition of the Reasons why only a Portion of such Expenditure is charged against the Income of the Year. (81.) A Balance Sheet shall be made out in every Year, and laid before the Company in General Meeting, and such Balance Sheet shall contain a Summary of the Property and Liabilities of the Company arranged under the Heads appearing in the Form annexed to this Table, or as near thereto as Circumstances admit. (82.) A printed Copy of such Balance Sheet shall, Seven Days previously to such Meeting, be served on every Member in the Manner in which Notices are herein-after directed to be served. (83.) Once at the least in every Year the Accounts of the Company shall be examined, and the Correctness of the Balance Sheet ascertained, by One or more Auditor or Auditors. (84.) The First Auditors shall be appointed by the Directors: Subsequent Auditors shall be appointed by the Company in General Meeting. (85.) If One Auditor only is appointed, all the Provisions herein contained relating to Auditors shall apply to him. (86.) The Auditors may be Members of the Company; but no Person is eligible as an Auditor who is interested otherwise than as a Member in any Transaction of the Company; and no Director or other Officer of the Company is eligible during his Continuance in Office. (87.) The Election of Auditors shall be made by the Company at their Ordinary Meeting in each Year. (88.) The Remuneration of the First Auditors shall be fixed by the Directors; that of subsequent Auditors shall be fixed by the Company in General Meeting. (89.) Any Auditor shall be re-eligible on his quitting Office. (90.) If any casual Vacancy occurs in the Office of any Auditor appointed by the Company, the Directors shall forthwith call an Extraordinary General Meeting for the Purpose of supplying the same. (91.) If no Election of Auditors is made in manner aforesaid the Board of Trade, may, on the Application of not less than Five Members of the Company, appoint an Auditor for the, current Year, and fix the Remuneration to be paid to him by the Company for his Services. (92.) Every Auditor shall be supplied with a Copy of the Balance Sheet, and it shall be his Duty to examine the same, with the Accounts and Vouchers relating thereto. (93.) Every Auditor shall have a List delivered to him of all Books kept by the Company, and shall at all reasonable Times have Access to the Books and Accounts of the Company: He may, at the Expense of the Company, employ Accountants or other Persons to assist him in investigating such Accounts, and he may in relation to such Accounts examine, the Directors or any other Officer of the Company. (94.) The Auditors shall make a Report to the Members upon the Balance Sheet and Accounts, and in every such Report they shall state whether, in their Opinion, the Balance Sheet is a full and fair Balance Sheet, containing the Particulars required by these Regulations, 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 Explanations 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.