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The Pamphlet Collection of Sir Robert Stout: Volume 88



2. The capital of the Company shall be the sum of one

Shares—Capital of Company.

hundred thousand pounds and the same shall be divided into two hundred shares of five hundred pounds each and each share shall be numbered in progression beginning with number 1 (one) and shall not be entitled to priority one over another and as between the shareholders each shall be liable only in proportion to his shares for the time being and no share shall be divisible into fractional parts Of the said two hundred shares one-half only shall be open for allotment and sale at the date of the execution of these articles and the remaining one hundred shares shall not be allotted or disposed of except upon the resolution of a general meeting of the Shareholders constituted as hereinafter mentioned and called for the purpose of considering the propriety of allotting and disposing of such remaining shares and any such general meeting may by a resolution to be passed by the majority of votes of the Shareholders present at such meeting in person or by proxy direct the mode in which such remaining shares or any of them shall be allotted and disposed of and may determine the time for the payment of the amount thereof or any instalments of the amount thereof No one Shareholder shall hold at any one time more than one twenty-fifth part of the shares issued.
3. The Board of Directors may from time to time make such

Calls—how and when made.

calls upon the Shareholders in respect of all moneys unpaid on page 8 their shares as they think fit Every Shareholder shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the Board of Directors.

Calls — when deemed to be made.

4. A Call shall he deemed to have been made at the time when the resolution by the Board of Directors authorising such call was passed.

Interest to be paid or unpaid calls.

5. If on the day appointed for payment or within twenty-one days next thereafter any Shareholder does not pay the amount of any call to which he is liable then such Shareholder shall pay interest for the same at the rate of £15 per centum per annum from the day appointed for the payment thereof to the time of the actual payment.

Shares upon which calls are unpaid may be forfeited.

6. Every Shareholder making default either wholly or in part in paying any instalment or call or the interest thereon for the space of two calendar months next after the period fixed for the payment thereof shall if the said Board of Directors shall so decide but not otherwise cease to be a Shareholder in respect of every share whereon such default shall be made and shall forfeit and lose all his right and interest therein and in any calls or instalments which may have been paid up and in the capital stock and property in general of the Company in respect of such forfeited share.

The payment of interest upon unpaid calls and the forfeiture of shares may be mitigated or waived

7. The payment of any interest under the last preceding clause and the forfeiture of any share under any of the provisions contained in these articles may at any time be waived or mitigated either on terms or gratuitously at the discretion of the said Board of Directors And the said Board of Directors are hereby empowered either to retain any share which may become forfeited by virtue of any of the provisions herein contained on behalf of the Company (except where a sale of such share is hereby specially required) so as to diminish the number of shares in the hands of the Shareholders or at any time to sell any share which may become forfeited in such manner as they may deem expedient and (by deed executed by any three Directors) to transfer any share so sold to the purchaser in such form as they shall think fit and the proceeds arising from the sale thereof (unless herein specially directed to the contrary) and all forfeited instalments or calls shall form part of the capital of the Company and the purchaser thereof after payment of the purchase money and complying with the provisions of these presents respecting purchasers of shares shall receive a certificate in respect of such share and be to all intents and purposes a Shareholder in the Company.

Holders of forfeited shares to remain liable for unpaid calls.

8. Any Shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the Company all calls owing upon such shares at the time of the forfeiture.

Business of the Company may be carried on though whole of scribed or taken up.

9. It shall be lawful for the business of the Company to be carried on although the whole of the capital shall not have been subscribed for and although all the shares shall not have been taken up.
page 9
10. If any Shareholder shall desire to retire and shall at an

How shareholders may retire.

Annual General Meeting of the Company give notice in writing to the Chairman of such meeting of such his intention then at the expiration of 12 (twelve) calendar months from the holding of such Annual General Meeting such Shareholder shall cease to be a Shareholder Any Shareholder so retiring shall first pay the amount of every call which shall have been made together with interest and shall forfeit and lose all his right and interest in any shares held by him and on any calls or instalments which may have been paid up and in the capital stock and property in general of the Company in respect of the forfeited shares Provided never-the less that not with standing any such retirement such retiring Shareholder shall not only as between the Shareholders of the Company but also as between the creditors continue and be liable for all claims demands obligations and liabilities which shall up to the expiration of the said period of twelve calendar months be subsisting and capable then or thereafter of being enforced against such Shareholder but such retiring Shareholder shall as to all future claims demands obligations and liabilities arising or incurred subsequently to the expiration of such period of twelve calendar mouths be exonerated and released therefrom.
11. The person whose name shall for the time being appear

Registered Shareholders to be deemed the beneficial owners. If joint shareholders first on register to be deemed beneficial owners.

in the register of shareholders as the holder of any share shall for all the purposes of these articles be considered as the absolute and beneficial owner of such share and when a share shall be vested in two or more persons the one of such persons or of the survivor of them whose name shall stand first on such register as one of the joint holders shall be considered and deemed the absolute and beneficial owner of such share for the purpose of voting and receiving dividends and any notice that may be required to be given and the receipts votes and other acts assents and dissents of such holder or first of such joint holders shall be conclusive between himself and all other persons equitably or otherwise interested in such share on the one hand and the Company generally and the members thereof respectively on the other and the Company shall in no wise be bound by or be affected with notice express or otherwise of any trust charge or lien or of any other interest whatsoever reversionary or otherwise imposed on or affecting any share.