Other formats

    Adobe Portable Document Format file (facsimile images)   TEI XML file   ePub eBook file  

Connect

    mail icontwitter iconBlogspot iconrss icon

The Pamphlet Collection of Sir Robert Stout: Volume 88

Miscellaneous

Miscellaneous.

Liability or Directors, &c.

100. The respective Directors Local Directors Secretary and other officers clerks and agents of the Company their respective heirs executors and administrators and each and every one of them shall be charged and chargeable only for such money goods chattels or effects of the Company as they shall respectively actually receive or which shall come to their own proper bands or custody respectively by virtue of their respective offices or trusts not with standing that they or any or either of them shall or may give or sign or join in giving or signing any receipt cheque draft or other writing or do or join in doing any other act matter or thing for the sake of conformity only and no one or more of them shall at any time in any case or event be answerable or accountable for the other or others of them nor for the acts deeds receipts neglects or defaults of the other or others of them but each and every of them for his and their own respective acts deeds receipts neglects and defaults only and they or any or either of them shall not be answerable or accountable for any banker broker or other person with or to whom or in whose hands custody or power any part of the moneys property or effects of the Company shall or may be paid deposited or lodged for safe custody or any other purpose whatsoever in the lawful execution of the trusts or authorities reposed in them or be answerable for any rise or fall in the price or value of the securities or the insufficiency or deficiency in title or value of any purchase mortgage or other security or securities in or upon which the moneys or effects of the Company or any part thereof shall or may be placed out or invested nor for any loss damage or misfortune whatsoever which shall or may happen to page 35 the same or any part thereof in the execution of their respective offices trusts or duties or any of them or otherwise relating thereto except the same shall happen by through or with their or his own wilful neglect default permission privity or procurement.
101. The respective Directors Local Directors

Indemnity to Directors, &c.

Secretary and other officers clerks servants and agents of the Company their heirs executors and administrators respectively and every of them shall be fully and freely saved harmless and indemnified by and out of the property and effects of the Company from and against all costs charges damages expenses claims and demands which they or any or either of them may pay sustain expend incur or be in any way put to in or about the execution of their respective offices and trusts except such costs charges damages expenses claims or demands if any as may have been occasioned by their respective neglect or default and the Board of Directors are hereby authorised and empowered to ascertain adjust and settle and allow pay satisfy and discharge all such costs charges damages expenses claims and demands whatsoever except as aforesaid but no Director shall be competent to vote on any question directly affecting his own indemnity under this clause and in every case where a majority of the Directors shall be directly interested in any question of indemnity the same shall he referred to the decision of some meeting of the Shareholders.
102. In case any demand shall at any time be made upon

Indemnity to Shareholders.

any individual Shareholder his or her heirs executors or administrators either solely or jointly with any other person whomsoever for or in respect of any policy of insurance undertaking engagement debt or duty entered into or owing on behalf of the Company or if he or they shall sustain incur or be put unto any loss costs damages or expenses by reason or in consequence of any action suit or other proceeding at law or in equity being instituted or prosecuted against him her or them either solely or jointly as aforesaid through or on account of his or her being or having been a Shareholder or the heir executor or administrator of a deceased Shareholder then and in every such case he she or they shall without prejudice to any right to contribution be fully and effectually indemnified and saved harmless in that behalf by and at the expense and out of the property and and effects of the Company unless the same demand loss costs damages or expenses shall have been occasioned by his her or their wilful neglect or default in which case so often as the same shall happen the Shareholder occasioning such costs damages or expenses his heirs executors or administrators shall and will on demand in writing made to him by any three of the Directors for that purpose and within such time as the Board of Directors shall limit in that behalf pay satisfy and discharge the same and fully and effectually indemnify and save harmless the other Shareholders and the property and effects of the Company there from.
page 36

Claims and demands a first charge.

103. The costs charges losses and expenses claims and demands of what kind or nature so ever which shall in any way arise happen or be incurred or sustained by or be made against the Company or in indemnifying the individual Shareholders and officers thereof their heirs executors and administrators respectively from personal liabilities as hereinbefore mentioned shall be borne or paid in the first place by and out of the capital and effects of the Company and in case the same prove insufficient then jointly and equally by all and every the Shareholders in proportion to and to the extent of the shares which they shall have respectively or claim therein and for the purposes of such indemnification and without prejudice to any right to contribution it shall be lawful for the Board of Directors to make calls on the Shareholders to the extent aforesaid and to enforce the payment of all such calls as shall he necessary in that behalf.

Articles may be executed under Power of Attorney.

104. It shall be lawful for the shareholders and all persons who shall become Shareholders under the provisions hereinbefore contained to empower any other person by Power of Attorney in the form in the third part of the Schedule hereto to execute the Memorandum of Association or these Articles or any articles or regulations for the time being of the Company and to consent to abide by and observe the laws and regulations for the time being of the said Company And not with standing the revocation of such Power of Attorney by death or otherwise such Power of Attorney shall be as valid and binding as the same would have been if such revocation had not taken place unless notice of such revocation shall previous to the execution or the giving of such consent by the attorney have been given to the Board of Directors.

Director and officers of Company to observe secrecy as to Company's affairs.

105. The Directors Local Directors Auditors and all the Officers and Clerks of the Company shall be bound to observe secrecy except in the course and performance of their respective duties towards the Company or under compulsion or obligation of law with respect to all transactions of the Company or the extent of its liabilities and every such Director Local Director Auditor Officer and clerk may previously to entering upon the duties of his office or employment be required to sign a declaration that he will not reveal or make known any of the matters affairs or concerns which may come to his knowledge as a Director Local Director Auditor Officer or Clerk to any person or persons whomsoever except in the course and in the performance of his duties or under compulsion or obligation of law or when officially required so to do by the Board of Directors or by the Auditors for the time being or by any general meeting of the Shareholders of the Company.

Printed copies of articles to be evidence.

106. Each and every printed copy of these articles or of any articles for the time being of the Company which shall bear the Signature of the Secretary of the Company or of page 37 any two Directors or Local Directors for the time being attesting that the same is a true and correct copy of the original shall in all proceedings at law or in equity between the Company and individual Shareholders thereof or between several Shareholders and in all proceedings by parties other than Shareholders against the said Company wherein notice to produce these articles shall have been given and the same shall not be produced be received as sufficient evidence of these articles and of every clause article stipulation and agreement herein.
107. In the construction of these presents the expression

Interpretation.

"The Company" shall mean the Company hereby established and the word "Directors" and "Local Directors" respectively shall mean the "Directors and Local Directors for the time being of the Company and the expression "Board of Directors" shall mean Directors present at any meeting of Directors to be held pursuant to the provisions herein contained and the word "Shareholders" shall mean persons holding Shares in the Capital for the time being of the Company and the word "Shares" shall mean Shares in the Capital for the time being of the Company and words in the singular number shall be construed to include or apply to several persons or things as well as one person or thing and words in the plural number shall be construed to apply to one person or thing as well as to several persons or things and words importing males shall be construed to include or apply to females as well as males and the words "person" or "persons" shall be construed to include a body or bodies corporate or politic as well as an individual or individuals unless in any of the above cases it be otherwise specially provided or there be something in the subject or context repugnant to such meaning or construction and whenever under any of the provisions herein contained a certain number of days or other period is required to elapse in order to ground or give effect to any act deed matter or thing whatsoever or any number of days or ether period is fixed for any purpose whatever the first of such days or the first day of such period shall be reckoned exclusive and the last of such days or the last day of such period shall be reckoned inclusive in the computation of the days or period required and every act matter or thing hereby authorised or directed to be done at one time or at any time or without reference being made to time may with like requisites or formalities as are hereby required be also done at several times or from time to time as often as occasion may require or as may be deemed expedient and in every case where in these presents general expressions are used in connection with powers directions or things such general expressions shall not be limited or controlled to or by the particular powers directions or things with which the same are connected and words or expressions denoting authority or page 38 permission shall be construed as words of expressions of authority or permission merely and shall not be construed as words or expressions denoting direction or compulsory trust.