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The Pamphlet Collection of Sir Robert Stout: Volume 65

Borrowing Powers

Borrowing Powers.

51. The Directors shall have full power to do everything necessary or requisite to be done to carry out and give effect [unclear: to] the said agreements mentioned in the memorandum of association in so far as the same relate to the payment to David Proudfoot therein named, of the purchase money therein mentioned, and [unclear: the] giving security for the payment thereof, or of any part thereof as therein provided.

52. The Directors may from time to time, at their [unclear: discretions] borrow from the Directors or other persons any sum or sums [unclear: of] money for the purposes of the Company, but so that the [unclear: money] at any one time owing shall not, without the sanction of a General Meeting, exceed the nominal amount of the capital. [unclear: The] Directors may raise or secure the repayment of such moneys [unclear: in] such manner and upon such terms and conditions in all [unclear: respected] as they think fit, and in particular by the issue of debentures [unclear: on] bonds of the Company, or by the creation of debenture stock, [unclear: on] by making, drawing, accepting, or indorsing on behalf of the Company any promissory notes or bills of exchange, or giving [unclear: on] issuing any other security of the Company, or by mortgage [unclear: on] charge of all or any part of the property (both present [unclear: and] future) of the Company and of its uncalled capital for the [unclear: time] being.

53. Every debenture or other instrument for securing the payment of money issued by the Company may be so framed that the moneys thereby secured shall be assignable free from any equities between the Company and the person to whom the [unclear: same] may be issued. Any debentures, bonds, or other [unclear: instruments] or securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, [unclear: surrender] drawings, allotment of shares or otherwise.

54. The Directors shall cause a proper register to be kept [unclear: in] accordance with Section 78 of the Companies Act, 1882, of [unclear: all] mortgages and charges specially affecting the property of the Company.

55. If any uncalled capital of the Company is included [unclear: in] or charged by any mortgage or other security the Directors may page 17 delegate to any person as Trustee for the person in whose favour such mortgage or security is executed, the power to make calls on the Members in respect of such uncalled capital, and to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls so made, and to give valid receipts for such moneys; and the powers so delegated shall subsist, during the continuance of the mortgage or security, notwithstanding any change of Directors, and shall be assignable.