81.

82.

83.

convenient, is to enter them first in a rough book, and afterwards have them copied into the fair minute book for the signature of the chairman. It is not absolutely necessary that he should sign them at the meeting in question, but it is as well to have it done as soon after as possible. Many contingencies might arise to render this course expedient, although the requirements of the "Act" would be fully complied with if they were signed at the next ensuing meeting.-(S. 67.)

Before proceeding to enumerate those matters which may be done by a company in general meeting, but some of which require a special resolution, it will be necessary to explain that such "special resolution" (S. 51) must be passed by a majority of not less than three-fourths of the members present, personally or by proxy, at a general meeting, and who are entitled to vote. That notice of the intended proposal of such special resolution must have first been given, in accordance with the regulations of the company;-that the same must be confirmed by a majority of such members as may be present in person or by proxy at a subsequent general meeting (of which notice has been duly given), and held at an interval of not less than fourteen days, and not more than one month from the date of the meeting at which it was passed ;-that unless a poll is demanded by at least five members, a declaration of the chairman that such resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes for or against; and that in computing a majority, when poll demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company.

If there are no such regulations (S. 52), each member shall be deemed to have one vote; and in default of regulations as to summoning meeting, it shall be deemed to have been duly summoned if seven days' notice, in writing, has been served on every member.

In default of any regulations as to the number of persons competent to summon such meeting, five shall be deemed sufficient; and if no regulations as to chairman, the members present may elect one of their number to preside.

As to sending notice of special resolutions to Registrar, see Cl. 41.

84.

85.

86.

87.

88.

89.

90.

VOTES OF MEMBERS.

Every member shall have one vote for every share up to ten; he shall also have an additional vote for every five shares beyond the first ten up to one hundred, and one for every ten shares beyond one hundred.-(R. 44.)

No member will be entitled to vote unless he has paid all calls due from him; neither will any member be allowed to vote in respect of any shares acquired by transfer, at any meeting held after the expiration of three months from the date of the company's registration, unless he has been possessed of such shares for at least three months prior to the date of the meeting at which he proposes to vote.—(R. 47.)

If one or more persons are jointly entitled to a share or shares, the member whose name stands first on the register, and no other, shall be entitled to vote in respect thereof.-(R. 46.) If any member is a lunatic, or idiot, he may vote by his committee, Curator bonis, or other legal Curator.

Votes may be given either personally or by proxy, but the latter must be a member of the company.-(R. 45.)

The instrument appointing a proxy shall be in writing, signed by the appointor, (or, in case of a corporation, under its common seal), and shall be attested by one or more witnesses.-(R. 49.)

After being impressed with a 6d. stamp, it must be deposited at the registered office of the company, not less than 72 hours before the appointed time of meeting, and shall not be valid after the expiration of twelve months from the date of its execution. (R. 50.) It is, moreover, only available for one meeting, and any adjournment of it. A vote given under an unstamped proxy will be absolutely null and void, and the maker of the proxy, as well as the proxy himself, will be subject to a penalty of £50.

The form is as follows:-(R. 51.)

Company Limited.

"I, Richard Roe, of Bromley, in the County of Kent, being a member of the Company Limited, and entitled to one vote, (or more, as the case may be,) hereby appoint Job Doe, of Bromley, as my proxy, to vote for me and on my behalf at the Ordinary (or Extraordinary) General Meeting of the Company, to be held on the first day of February, 1865, and

at any adjournment thereof, (or at any meeting of the company that may be held in the year 1865.)

66

As witness my hand, this twenty-third day of January, 1865.
RICHARD ROE."

Signed by the said Richard Roe in the presence of

JOHN JONES.

Bromley.

Solicitor.

91.

At any general meeting, unless a poll is demanded by at least five members, a declaration by the chairman, that a resolution has been carried, and an entry to that effect in the Minute Book shall be sufficient evidence of the fact, without proof of the number and proportion of the votes recorded in favour of, or against such resolution.-(R. 42.)

92. If a poll is so demanded, it shall be taken as the chairman directs, and the result shall be deemed to be a resolution of the company in general meeting. In the case of an equality of votes, the chairman shall be entitled to a second or casting vote.-(R. 43.)

93.

94.

95.

96.

DIRECTORS.

At the first ordinary meeting, the whole of the directors shall retire from office; and at the first ordinary meeting in every subsequent year, one third of the directors for the time being, or if their number is not a multiple of three, then the number nearest to one third shall retire from office.-(R. 58.)

The persons who shall thus retire during the first and second years, after the first ordinary meeting, shall, unless the directors agree amongst themselves, be determined by ballot; but in every subsequent year, the retiring number shall comprise those who have been longest in office.-(R. 59.)

The company shall, at such meetings, fill up these vacancies, and may elect all or any of the retiring directors if it thinks fit.—(R. 60 and 61.)

In default, however, of the vacancies so arising, being filled up, the meeting shall stand adjourned till the same day in the following week, at the same time and place, and if not then filled up, the vacating directors, or such of them as have not had their places filled up, shall continue in office until the ordinary meeting in the next year, and so on from time to time, until the vacancies are supplied.-(R. 62.)

97.

98.

99.

100.

101.

102.

103.

Any casual vacancy in the Board may be filled up by the directors themselves, but the director so chosen shall only retain his office so long as his predecessor would have held it, if the vacancy had not occurred.-(R. 64.)

A company may, from time to time, increase or reduce the number of its directors, and may likewise determine in what rotation they shall retire from office.-(R. 63.)

It may also, by a special resolution, remove a director before the expiration of his period of office, and may, by ordinary resolution, appoint another person in his stead, but the latter shall only hold office so long as the director removed would have held it, in the absence of such removal.-(R. 65.) See also Cl. 416 to 420.

BALANCE SHEET AND ACCOUNTS.

Once, at least, in every year, the directors shall lay before the company, in general meeting, a statement of the income and expenditure for the past year, made up to a date not more than three months prior to the meeting.-(R. 79 to 81.) See form and remarks, Cl. 168 to 180.

They shall also submit to such meeting a balance sheet, containing a summary of the property and liabilities of the company, duly audited, and with the auditor's report appended thereto. (R. 94.) It is a printed copy of the latter which has already been referred to as usually accompanying the notice of meeting sent to shareholders.-(R. 82.)

The balance sheet must be read, together with the report of the directors, at the ordinary meeting, and when adopted, a minute of the resolution should be entered in the book kept for the purpose.-(R. 94.)

For instructions as to preparing these accounts, see Cl. 166 et seq.

AUDITORS.

The first auditors are generally appointed (and their remuneration fixed) by the directors, and subsequent auditors (and their remuneration fixed) by, the company, in general meeting, each year.-(R. 84, 87 and 88.)

Should any casual vacancy occur in the office of auditor, the directors shall forthwith call an extraordinary general meeting, for the purpose of supplying the same, the retiring auditor, however, being eligible for re-election.-(R. 89 and 90.)

D

104.

105.

106.

107.

108.

109.

If one auditor only is appointed, all the provisions contained in the Articles of Association, relating to auditors, shall apply to him.-(R. 85.)

If no election of auditors is made, the Board of Trade may, on the application of not less than five members of the company, appoint an auditor for the current year, and fix the amount of his remuneration.-(R. 91.)

QUALIFICATION OF AUDITORS.

The auditors may be members of the company; but no person is eligible as an auditor who is otherwise interested in any transaction of the Company, and no director or other officer thereof is eligible during his continuance in office.— (R. 86.)

Vide Cl. 181 to 185 as to the duties of auditors.

DIVIDENDS.

Directors may, with the sanction of the company in general meeting, declare a dividend, if the profits arising out of the business of the company warrant such a step, but no part of the capital must be devoted to that purpose.-(R. 72 and 73.) They may also set aside out of the profits and invest such sum as they think proper to form a reserved fund for meeting contingencies, equalising dividends, or repairing or maintaining the works connected with the business of the company.(R. 74.)

Notice of any dividend must be given to the members, and if it remains unclaimed for three years after having been declared, it may be forfeited by the directors for the benefit of the company; and no dividend shall bear interest as against the company.-(R. 76 and 77.)

The directors may deduct from the dividend anything owing by a member on account of calls or otherwise, and where there are several registered holders of a share the receipt of any one of them shall be effectual.-(R. 75.)

POWER TO ALTER MEMORANDUM OF ASSOCIATION.

I.-As to change of name. (S. 12 and 13.)

Any company, with the sanction of a special resolution and the approval of the Board of Trade, testified in writing under