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The Pamphlet Collection of Sir Robert Stout: Volume 88

Votes of Shareholders

page 14

Votes of Shareholders.

38. Every shareholder shall have one vote for the whole number of shares that he possesses not exceeding five, and one vote for every complete number of five shares after the first five up to one hundred. He shall have one additional vote for every complete twenty shares beyond the first one hundred shares up to five hundred.

39. If any shareholder is a lunatic or an idiot he may vote by his committee, and if any shareholder is a minor he may vote by his guardian, or any one of his guardians if more than one.

40. If one or more persona are jointly entitled to a share or shares the person whose name stands first in the register of shareholders, as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same.

41. No shareholder shall be entitled to vote at any meeting unless all calls due from him have been paid, nor until he shall have been possessed of his shares three calendar months, unless such shares shall have been acquired, or shall have come by bequest, or by marriage, or by succession to an intestate's estate, or by any deed of settlement after the death of any person who shall have been entitled for life to the dividend of such shares. Provided, however, that no resolution, whether general or special, passed at any meeting of the Company shall at any subsequent period, be set aside or treated as null on the ground that one or more shareholders may have voted at such meeting without being entitled to do so.

42. Votes may be given either personally or by proxies. A proxy shall be appointed in writing under the hand of the appoint or, or if such appoint or is a Corporation under the common seal.

43. No person shall be appointed a proxy who is not a shareholder, and the instrument appointing him shall be deposited at the registered office of the Company not later than ten o'clock in the forenoon of the day appointed for holding the meeting at which he proposes to vote, but no instrument appointing a proxy shall be valid after the expiration of one calendar month from the date of its execution.

page 15

43A. Any shareholder who holds a power of attorney from another shareholder authorising him to sell or dispose of the shares of such last named shareholder or generally to deal with such shares, may, if authority be given him by such power of attorney, vote in respect of the shares held by such shareholder; such power of attorney must be left for inspection at the office of the Company in the like manner as an ordinary proxy form. The Directors, before allowing any one to vote under such power of attorney may, if they think fit, require a declaration from the person proposing to vote that the power of attorney is not revoked.

43B. No person shall be eligible for the office of Director unless he shall hold at least twenty shares. The seat of any Director shall be ipso facto vacated by his ceasing to hold at least twenty shares.