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The Pamphlet Collection of Sir Robert Stout: Volume 7

Index

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Index.

No. of Article or Regulation.
Accounts
Allowances of Accounts, &c. 98
Discovery of error therein 43
When conclusive 42
Auditors
Appointment of 88
Auditors to have access to accounts 92
Delivery of account to Auditor 90
Occasional vacancy—"Supply of" 89
Report and Balance Sheet—"Supply" to Shareholders 91
Business
Business authorised] [may remain in abeyance 4
Head Office of 7
May be commenced before capital subscribed 6
Nature of 8
To be managed by Directors 6
B "Table"—
Table B of Joint Stock Companies' Act to be excluded 2
Board of Directors
Adjournment of meeting if no election 26
Appointed till election. 19
Board may act notwithstanding vacancy 35
Candidates to give not less than seven days' notice 29
Co-partners eligible (amended article) 3
Directors may be interested in business in company, and appointed to any office 33
Directors (three) to retire annually 23
Director may resign on notice 31
Disqualification of Directors, and voting as to business in which Directors interested 34
If no election at Adjourned Meeting former Directors to continue 27
Indemnity to 96
No vacation till entry on minutes 30
Number of Directors 20
Ditto increased (amended article) 2
Occasional vacancy to be filled up by Directors 32
Number of Directors may be increased or reduced 28
Personal liability of 97
Qualification of 21
Removal of Directors for misconduct 84
Remuneration of Directors 36
Retiring Director to remain in office till dissolution of meeting at which he retires 70
Retirement of Provincial Directors and re-election 22
Retiring Directors during first and second years, how to be determined 24
Retiring Directors eligible for re-election 25
Subsequent years, three longest in office 24
Vacancy by retirement how to be filled 26
When Director shall vacate office 30
Powers of
Delegation of Power of Board 41
London Agent, appointment of 40
Member of Board may be appointed 39
May compound for payment of calls 140
Power of as to declaration of dividend 125
Power of as to winding up Company 160
Signatures to contracts 102
To appoint Managing Director or Agent 38
To approve of transferee of shares 109
To conduct business subject to General Meeting 37
Meetings and Proceedings of
Adjournment of Board Meeting 66
Chairman, absence of 49
Chairman, election of, &c. 47
Extraordinary Meeting 45
Meetings of Board 4
Minutes of Proceedings to be read at next meeting 52
Notice 45
Procedure of Board in matters not provided for by Articles 50
Quorum of Board 46
Vacancy of Chairmanship 48
Voting at Board 51
Board, Local, &C.—
Creative of Local Board for each Province, London Board of Advice (amended article) 4
Calls
Calls, when deemed to be made 132
Board may compound, when 140
Defaulting Shareholders may be sued; calls carry £10 per cent, interest till paid 138
Joint holders, jointly and severally liable 134
May be made before allotment 133
No voting till call paid 139
Non payment of calls—appointment of new time and place 135
Notice of time and place 136page iv
Preceding Notice unnecessary, if calls made before issue 137
Capital
Capital €100,000—£10 shares 8
Capital, increased to £250,000 (amended articles) 1
Reduction of 16
Sub-division of 16
Certificate
Registered Shares 17
Loss or destruction of 116
Number of 115
Original Shareholder, entitled to gratis 117
Registered Share, certificates to be under seal 114
Chairman
Absence of 49
Casting vote of 82
Chairman of General Meetings69
Election of to Board 47
Vacancy of 48
Committees
Adjournment 56
Appointment and removal of 53
Evidence of minutes of 55
Minutes to be keep 54
Common Seal
Affixing same 103, 104
Contracts, &S.—
Signing same 102
Directors (see Board)
Dissolution of Company
Acceptance by Liquidators of shares in the Company, on payment for business and property of Company being wound up 159
Board to wind up Company, subject to General Meeting 160
Dissolution of Company 158
No dissolution if Shareholders enter into contract to purchase at par shares of retiring holders 161
Forfeiture of Shares
Company to sell forfeited shares before suing 147
Credit to be given for value 142
Effect of forfeiture 145
Evidence of forfeiture of shares 151
Forfeiture of shares 142
Forfeiture by Shareholders threatening proceedings against Company, or having conflicting interests 144
Forfeiture not to prejudice right to dividends 149
Forfeited shares may be extinguished 152
Not to prejudice rights of Company 146
Payment of, full market price 144
Registration till sale or extinguishment 153
Remission of forfeiture 148
Sale of forfeited shares 150
Shares unregistered for six months may be forfeited on notice 143
Infants
No transfer of registered share can be made to 110
Inspection of Books, &C.—
Inspection of Books, Deeds, &c. 99
Investment of Moneys
Investment of Reserves Fund and other moneys 119
Lien
Lien of Company for all moneys due to them 106
Dividend to be applied in payment 130
Local Board of Advice
Local Board of Advice for each Province—London Board of Advice (amended article) 4
Married Women
No transfer of registered share shall be made to 110
Meetings (General)—
Adjournment of General Meetings 65
Board neglecting to call meeting, how called 60
Business at Adjourned Meeting 66
Extraordinary Meeting, fourteen days 67
Extraordinary Meeting, how called 59
General Meeting, within four months 57
Meeting to be adjourned or dissolved if no quorum 64
No business unless quorum 63
No business at Extraordinary Meeting, except that specified in notice 68
Notice before calling General or Extraordinary Meeting, fourteen days 67
Ordinary Meeting to be held yearly 58
Quorum 62
Time and place of holding General Meeting to be fixed 61
Procedure at General Meetings
Business (first) of General Meetings 71
Chairmanship 69
Poll to be taken 73
Questions how to be decided 72
Resolution evidence of—carriage of 74
Retiring Director to remain in office till dissolution of meeting at which he retires 70
Voting at General Meetings.—
Chairman to have casting vote 82
Deposit of proxy forty eight hours before meeting 81page v
Disability in respect to voting 77
First name in register to vote 70
Instrument of proxy 80
Form of 81
Shareholder may decline to vote 78
Voting 75
Voting by proxy 79
Minutes of General Meetings
Evidence of minutes of General Meeting 83
Powers of General Meetings
Nature of alterations 87
Nature of subject to be discussed 85
Power of Ordinary Meeting 85
Refusal of alteration or requisitions 86
Removal of Directors for misconduct 84
Minutes
Minutes of Committees 54
Minutes of General Meetings 83
Notices
"Call"—nature of 136
Calling Extraordinary Meetings of Board 45
Calling Extraordinary Meeting of Company 67
Extraordinary Meeting. Notice of— subject, to be discussed at Ordinary Meeting 85
Forfeiture, nature of 143
How to be given 154
Letters and advertisements, how signed 154
Letters, how tent 155
Proof of 156
Resignation of Directors 31
To joint holders 157
To Secretary, before transfer 108
Office
Registered Office, Christchurch 18
Officers
Acts of, effectual, till entry of minutes 101
Allowance of accounts 98
Appointment and renewal, general 95
Appointment of Managers and Agents 93
Bankruptcy of Officers 100
Indemnity to Directors and others 96
Inspection of books, &c. 99
Personal liability of 97
Secretary 94
Registered Shares
Certificates, as to 114
Loss of 116
Number of 115
Original Shareholders entitled to, gratis 117
Registers to be kept 112
Secretary of, place of abode 113
Regulations
Nature of alterations 87
Refusal or alterations of 86
Reserve Fund
Investment of 119
Reserve Fund to be formed 118
Seal Common
Affixing 103, 104
Shares
Allotment of Paid-up Shares deemed acceptance, new shares 9
Issue of Non-Issued Shares 11
Issue of New Shares 11
New Shares, part of original capital 12
Register to be kept 112
Provincial Registers (amended article) 4
Transfer of Shares
Approval by Board of Transferee 109
Equitable interest not recognized 105
Lien of Company for all moneys due 106
No transfer to be made to infant or married women 110
Notice to Secretary before transfer 108
Notice of residence of Shareholder to be given to Secretary 113
Registration on completion, &c. 111
Transfers by Husbands, Executors, and Trustees 107
Transfer in Provincial Register (amended article) 4

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