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The Pamphlet Collection of Sir Robert Stout: Volume 84

Articles of Association

Articles of Association.

Your Committee recommend the following changes:—

Clause 51 reads—

Power to borrow

51. The Directors may from time to time, at their discretion, borrow or raise any sum or sums of money for the purpose of the Company, but so that the moneys at any one time owing shall not, without the sanction of a General Meeting, exceed the nominal amount of the capital. The Directors may raise or secure the repayment of such moneys in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the issue of debentures of the Company charged upon the property and rights of the Company (both present and future), including the uncalled capital, or by accepting or endorsing on behalf of the Company any promissory notes or bills of exchange.

For the words "nominal amount of the capital," we would substitute "£50,000."

Clause 87 reads :—

Remuneration of Directors.

87. As remuneration for their services the Directors shall be paid out of the Company's funds the sum of £3,000 per annum [and in addition a sum equal to 20 per cent, of the net profits of the Company made during the financial year or other period included in the accounts submitted to the Ordinary Meeting in each year, remaining over after providing for the payment thereout of a dividend for the period elapse since the last preceding Ordinary Meeting (or in the case of the first Ordinary Meeting since the incorporation of the Company) at the rate of 10 per cent, per annum on the capital for the time being paid up], such remuneration shall be divided among them in such shares an proportions as they shall determine.

We propose that "£1,500" be substituted for "£3,000, and that from "per annum" to "paid up" be erased.

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Clause 89 reads:—
89. The office of Director shall be vacated:—

When ofice of Director to be vacated.

(a.)If he become bankrupt, or suspend payment, or file a petition for liquidation of his affairs or compound with his creditors.
(b.)If he be found a lunatic or become of unsound mind.
(c.)If he shall absent himself from the meetings of the Directors during a period of three calendar months without special leave of absence from the Directors.
We propose to add:—

"(d.) If he hold or accept any other place of profit or office under the Company, with the exception of that of Managing Director."

Clause 90 reads :—
90. No Director or intended Director shall be disqualified by his

Directors may contract with Company.

office from contracting with the Company, either as vendor or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any company, corporation, or partnership of, or in which any Director shall be a member, or otherwise interested, be avoided, nor shall any Director so contracting, or being such member or so interested, be liable to account to the Company for any profit realized by any such contract or arrangement, by reason only of such Director holding that office or of the fiduciary relation thereby established; but no such Director shall vote in respect of any such contract or arrangement.
We propose that in place of this the clause shall read :—

"No Director shall contract or be personally interested in 'any contract with the Company; but no contract or arrangement entered into by or on behalf of the Company with any company or corporation of which any Director shall be a member, or officer, shall be avoided, nor shall any Director, being such member, or officer, be liable to account to the Company for any profit realized by any such contract or page 20 arrangement, by reason only of such Director holding that office, or of the fiduciary relation thereby established; and such Director may vote in respect of any such contract or arrangement."

Clause 112 reading :—

Director may hold other office.

112. A Director may hold any other office under the Company in conjunction with his office of Director.

Will be struck out.