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Deed

13. of Settle

ment.

book.

made.

subject to the subsisting rules as to the admission of purchasers to become members of the sd compy That a book shall be kept at the office of the sd compy to be called the Register-book in which the names of the proprietors their places of residence and the number Register of shares which they hold shall be entered And in case of any proprietor changing his or her residence (or being a female shall marry) or shall die notice thereof shall be given at the sd office within the space of mths in order that the same may be duly registered accordingly — 14. That every transfer of any share or Transfers shares in the capital of the sd compy shall be made how to be either at the office of such compy or such or. place as the directors for the time being shall require and that the deed of transfer shall be prepared by the solicitor of the compy to whom shall be pd by the pty to whom the transfer shall be made the sum of £ exclusively of the stamp duty And that such deed shall be left at the office for days after the transfer in order that it may be registered — 15. That if any member shall act wilfully Forfeiture contrary to the spirit of the clauses and agrts herein- on default. contd or any rules or regulations which may hraftr be made or in any or. manner derogatory to the well-being of the sd compy such member shall forfeit his or her share or int 16. That the exps of the sd jt concern shall be equally borne by the several proprietors according to their respive shares and ints 17. That Books of books of account shall be kept at the office of the sd account. compy togr with all deeds documents and writings relating to the sd compy - 18. That an account signed Annual by the auditors of the sd compy of the rects disburse- account by ments amount of the funds and all or. parlars relating auditors. to the concerns of the sd compy shall be laid before a general meeting of the proprietors to be convened in manner hnaftr mentd on the from the commencement of the sd compy-19. That General a general meeting of the members shall be holden on meetings. the affairs of the sd compy twice in evy yr in the mths

of

-

day of

in evy yr

and of in each yr on such day and at such

place as the directors shall appt And that

days

previous notice of such meeting shall be given by the directors to the sevl members of the time and place

ment.

apptd for evy such general meeting 20. That every Adjourngeneral meeting shall adjourn to a future day if proprietors and or more directors shall not be present at the time appted for such meeting-21. That Ballot to upon any difference at any general meeting of the prietors any proprietors or more may demand a

pro

decide differences.

Deed

ment.

Qualified proprietors.

ballot if they think proper and the same shall be granted of Settle- and a day for taking the same shall be fixed by the chairman and that every such ballot shall commence at the hour of precisely and shall last for hours and no more -22. That only those proprietors who shall be present at any general meeting and who shall have been proprietors for mths preceding the time at which such meeting or ballot shall be held shall be considered as qualified proprietors and entitled to vote at the same meeting or ballot -23. That at evy general meeting evy qualified proprietor shall be entitled to appt a psn to vote and act for him or her but no vote or or. act by any proxy shall be admitted unless the psn be nominated in writing under the hand of the proprietor so nominating him or her to be a proxy — 24. That any qualified proprietors may require an extraordinary general meeting to be convoked within

Proxies.

Extraordinary gene

ral meetings.

Two meetings competent to

make new laws, &c.

Majority.

Directors,

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days after such requisition in writing made for that purpe such requisition to be left at the office of the sd compy at least days previous 25. That two successive extraordinary general meetings especially called for the purpe shall have the power to make any new laws and regulations or to amend and alter any of the existing laws provided such new and amended laws do not extend to repeal the law established and settled by these prests for confining the responsibility of each proprietor of the sd compy to the amount of his or her share or shares in the capital thereof 26. That twothirds (or three-fourths, &c. as the case may be) of the qualified proprietors present at any meeting shall constitute an effective majority for deciding all matters to be discussed at any general meeting-27. That A, B, C, D, &c. shall be directors and I F treasurer and R L acting manager until the first general meeting after the commencement of the sd concern 28. That at the general meeting to be holden in the month of in a each yr directors shall be chosen out of such of the members as shall be owners of at least their own right and that at the expiration of each year of the directors shall go out in rotation and their successors shall be chosen from the or. qualified proPowers of prietors 29. That subject and witht prejudice to the powers hnbefe given to the general meetings and the condons and restrictions herein contd the directors shall have the entire management and superintendence of the general concerns of the sd compy and that the este and effects of the sd compy shall be vested in them as trustees thof who are to be authorized to make purchases

&c. for the time being.

Choice of directors.

the direc

tors.

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shares in

Deed

of Settle

ment.

to direc

tors.

or mortgages to exte deeds and enter into or. contracts on behalf of the sd compy (but with the advice of the solicitor or counsel of the sd compy) to collect and rece all rents and or. mos of the compy and to give rects and discharges for the same to sign bankrupts' certificates to compound for all debts to commence or defend actions and or. proceedings and to discontinue compromise or refer matters to arbitration if the major pt of the directors (with the advice of the solicitor or counsel of the sd compy) shall deem it expedient to appt and remove the or. officers of the compy (excepting the auditors and treasurer) and in all cases unprovided for by these prests to act in such manner as shall appear to them best calculated to promote the welfare of the compy 30. That the directors shall be allowed such Allowance annual sums for their trouble as shall be agrd upon at the first general meeting after the commencement of the concern And also such number of subordinate officers and agents to act in the management of the general concerns of the company as shall be determined to be necessary-31. That all drafts or checks upon Drafts or the bankers of the compy shall be drawn by orders of checks by the directors signed by the treasurer and countersigned directors. by the acting manager 32. That the directors shall meet once in evy week upon the affairs of the compy one of whom to be chosen from their own body shall preside as chairman or in his absence the deputy chairman or some one of the directors elected at the meeting And that such chairman or deputy chairman for the time being shall have the casting vote on all questions - 33. That directors shall constitute a board who Board. shall be competent to decide upon all matters relating

to the concerns of the compy in exercise of the trusts

orders of

Meetings of directors.

the board.

reposed in them 34. That the chairman for the time Extraordibeing shall have the power to summon an extraordinary nary board. board as often as it shall be deemed expedient-35. Minutes of That minutes of all proceedings at any board of directors shall be entered in proper books to be signed by the chairman -36. That if any of the directors the Appointtreasurer or acting manager shall die resign or become ment of incapable to act or shall in anywise misconduct himself any new or shall cease to have the required interest in the capital director, stock of the compy the major pt of the directors at an extraordinary board especially summoned for that purpe shall have power to appt any or. or ors in their stead subject to the approbation of the next general meeting

&c.

-37. That two auditors shall be annually appointed at Choice of the general meeting in the month of in evy yr out auditors.

Deed

of Settle

ment. Duties of auditors.

made.

Notice of dividend.

of such of the members possessing shares each as shall not be directors to investigate the accounts of the compy who with the assistance of the clerks of the compy shall inspect and examine all the books and vouchers of the compy as they shall think necessary and after a careful examination of the same shall make Investment and sign their report-38. That so much of the funds of surplus or property of the compy as shall not be required to funds. supply and satisfy the current exps and immediate claims upon the compy shall be placed in the banker's hands or invested in governmt or or. secties at the discretion of the directors until the same shall be applied in paymt of divds or orwise disposed of by the compy Dividends, 39. That no divd of prfts shall be made until the expiwhen to be ration of one yr from the opening of the concern unless sooner directed by a general meeting And that when and so often at evy future half-yrly meeting after that period as the prfts of the compy shall in the judgmt of the major pt of the board of directors allow of a divd to be decld the board of directors shall be authorized so to do -40. That within days after a divd shall have been decld out of the prfts a circular shall be sent to each proprietor informing him or her of the amount of the divd and when the same shall be paye at the office of the compy-41. That evy divd shall be made paye of dividend. at the end of days at the furthest from the time when the same shall have been decld And that all divds paye in respect of shares shall be claimed within yrs after the same shall have been declared or be State of the forfeited-42. That if at any time the affairs of the company's compy shall be considered by the major pt of the direcaffairs. tors to be in a doubtful state an extraordinary general meeting shall be called for the purpe of considering what measures shall be adopted — 43. That (a) whenever two successive extraordinary general meetings shall come to the resolution to dissolve the compy the board of directors shall cause so much of the funds or property of the compy as shall not then consist of money to be forthwith sold or orwise converted into money and so much of the funds or property as shall remain after answering and providing for the claims and demands upon the compy shall be pd and distributed by order of the directors to and among the sevl proprietors according to their respive shares and proportions -44. That if the effects of the compy shall be found in

Payment

Dissolu

tion of the company.

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(a) As to the necessity of a provision of this kind, to enable a majority of the company to dissolve the company and wind up the concern, see Obs. 2.

Deed

of Settle

ment.

Construc

sufficient to answer the purps afd the sevl members shall contribute to supply the deficiency according to their respive shares and ints-45. That if any doubt shall arise respecting the construction of the provisions contained in the deed of settlement or of any future rule or regu- tion of the lation to be made in manner hnbefe mentd evy member deed, &c. shall be at liberty to call for an exposition of the same and an extraordinary general meeting shall be summoned for the purpe of determining the same - 46. That the deed of settlement and all rules and regulations relative to the management of the compy shall be open at all reasone times to the inspection of each of the members in the presence of a director or superior officer and upon the requisition of proprietors the directors shall be empowered (a) at their discretion to allow an inspection of all accounts and or. writings and docuinents relating to the compy's concerns In Witness, &c.

A Continuance of Articles of Copartnership for a further
Term by Indorsement.

Obs. As to the consequences of not renewing articles of copartnership at the expiration of the term, see Pref. § 13.

as

To all to whom these prests shall come the withinnamed (partners) send greeting Whas the sd pties have agrd to renew and continue the within-mentd coptnshp which will expire and end on the day of for a further term of years to commence and be computed from the sd, &c. Now know ye That the sd pties do hby for themselves sevlly and resply and for their respive hrs exs, &c. mutually covt, &c. with and to each or. and the exs, &c. of each or. That they the sd pties shall and will remain continue and be coptnrs and jt traders or dealers in the trade or business of within-mentd for the further term of mence, &c. And that the same shall be carried on by them with the same or like capital stock and in the same or like shares and proportions as to prft and loss and under and subject to the same or like stipulations condons provisions limitations restrictions covts and agrts as are resply expsed and declared in the withinwritten indre it being the true intent and meaning of these prests that this present renewed coptnshp shall be upon such and the like footing terms and condons and have the like force and effect to all intents and purps whatsr as if every article clause matter and thing

yrs to com

(a) As to the necessity of some provision on this subject, see Obs. 2.

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