2. For holding extraordinary meetings, either upon the convening of the directors of the company, or upon the requisition of not less than five shareholders. 3. For the adjournment of meetings. 4. For the advertisement and notification of meetings, and the business to be transacted thereat. 5. For defining the business which may be transacted at meetings, ordinary and extraordinary, or at adjournments thereof. 6. For the appointment of the chairman at any meeting of the company. 7. For ensuring that each shareholder shall have a vote: and where it is not provided that each shareholder is to have a vote in respect of each share, the appointment of the number of votes to be given by shareholders in respect of any number of shares held by them. 8. For enabling guardians, trustees, and committees to vote in respect of the interests of cestui que trusts, lunatics, and idiots. [*485] 9. For ascertaining what shall be the majorities or numbers of *votes requisite to carry all or any questions, and where a simple majority is to decide. 10. For describing the mode and form of the appointment of proxies to vote in the place of absent shareholders, and for limiting the number of proxies which may be held by any one person. 11. For determining questions where the votes are equally divided, whether by the casting vote of the chairman or otherwise. II.-For the Direction of the Execution of the Affairs of the Company and the Registration of its Proceedings: viz. 12. For prescribing the maximum number of directors to be appointed; the number of shares or the amount of interest by which they are to be qualified; the period for which they are to hold office, so that at least one-third of such directors, or the nearest number to one-third, shall retire annually, subject to re-election if thought fit; and for the determination of the persons who shall so retire in each year. 13. For filling up vacancies in the office of the directors as they occur; but not so as to enable the board of directors (if the filling up be assigned to them) to fill up such vacancy for a longer period than until the next general meeting of the company. 14. For the continuance in office of directors in default of election of new directors. 15. For regulating the meetings of directors, the quorum thereof, the proceedings thereat, and the adjournment thereof. 16. For recording the attendance of directors, and reporting the same to the shareholders. 17. For the determination of questions upon which the votes of the directors may be equally divided. 18. For the appointment of a person to take the chair of the directors, and for supplying any vacancy in the office of chairman. 19. For the appointment of the chairman of the directors at meetings at which the permanent chairman may not be present. 20. For regulating the appointment by the directors of officers, clerks, and servants. 21. For recording the proceedings of the directors. 22. For keeping and entering of minutes of such proceedings. 23. For ensuring the safe custody of the seal of the company, and for regulating the authority under which it is to be used. 24. For providing for the remuneration of the auditors of the accounts of the company. 25. For providing for the appointment of a secretary or clerk (if any) of the directors. 26. For providing for the receipt, custody, and issue of moneys belonging to the company. 27. For providing for the keeping of books of account, and for periodically balancing the same. 28. For keeping the records and papers of the company. 29. For prescribing and regulating the duties and qualifications of officers. 30. For determining what books of accounts, books of registry, and other documents may be inspected by the shareholders of the company, and for regulating such inspection. *III.-For the Distribution of the Capital of the Company into Shares, or for the Apportionment of the Interest in the Property of the Company; viz. [*486] 31. For determining whether calls or instalments of payments (if any) are to be made in certain amounts and at fixed periods, and if so, what amounts and at what periods. 32. For determining whether, on failure to pay any instalments or calls, the share shall or shall not be forfeited, and if forfeited, whether and on what conditions the property in such share may be recovered by the shareholder. 33. For determining whether, and under what circumstances, and on what conditions, the capital of the company may be augmented by the conversion of loans into capital or otherwise, or by the issue of new shares or otherwise. 34. For determining whether the amount of new capital shall or shall not be divided so as to allow such amount to be apportioned amongst the existing shareholders. IV.-For the borrowing of Money; viz. 35. For determining whether the company may borrow money, and if so, whether on bond or mortgage, or any other and what security. 36. For determining whether the directors may contract debts in conducting the affairs of the company, and if so, whether to any definite extent. 37. For determining whether and to what extent the directors may make or issue promissory notes. 38. For determining whether and to what extent the directors may accept bills of exchange. SCHEDULE (B.)-See § 7. CERTIFICATE required to be endorsed on the deed of settlement, and signed by two directors. We do hereby certify, that the within-written deed is the deed of settlement of company, and that to the best of our knowledge the particulars therein contained are correctly set forth. [*487] *SCHEDULE (C.)-See § 4. RETURN made pursuant to the "Joint-Stock Companies Registration and Promoters of the Company.. Names. Occupations. Place of business Places of residence. (if any). ** The names of the provisional officers may be added to this return under a separate head, and the subscribers may be given in a similar RETURN made pursuant to the "Joint-Stock Companies Registration and Regulation Act," Vict. c. Change of Place of Business. 1844. |