Gesellschaftsvertrag

Companies (Tables A ... F) Regulations 1985SI 1985/805

Table B

A private company limited by shares memorandum of association

Interpretation

1. ... company’s name ... ”XXX” limited

2. ... company’s registered office ... to be situated ... England.

3. ... company’s objects ... to carry ... business as a general commercial company

5. ... company’s share capital ... £50,000 divided into 50,000 shares of £1 each.

We, ... subscribers ... this memorandum of association, wish ... be formed into a company pursuant ... this memorandum; ... we agree ... take ... number of shares shown opposite our respective names.

 

Names ... Addresses of Subscriber numbers of shares taken by each Subscriber

 

 

 

Dated

Witness ... the above signatures: (name, address)

 

Commencement 1st July 1985

Companies (Tables A ... F) regulations 1985SI 1985/805

Table A

Regulations for management of a company limited by shares

Interpretation

1 ... these regulations - “the Act” means ... Companies Act 1985 including any statutory modification ... re-enactment thereof for ... time being ... force.“the articles” means ... articles of ... company.“clear days” ... relation ... the period of a notice means that period excluding ... daywhen ... notice ... given ... deemed ... be given ... the day for which it ... given ... on which it ... to take effect. “executed” includes any mode of execution. “office” means ... registered office of ... company.“the holder” ... relation ... shares means ... member whose name ... entered ... theregister of members as ... holder of ... shares.“the seal” means ... common seal of ... company.“secretary” means ... secretary of ... company ... any other person appointed toperform ... duties of ... secretary of ... company, including a joint, assistant ordeputy secretary.“the United Kingdom” means Great Britain ... Northern Ireland.

Unless ... context otherwise requires, words ... expressions contained ... these regulations bear ... same meaning as ... the Act but excluding any statutorymodification thereof not ... force when these regulations become binding ... the company.

Share Capital

2 Subject ... the provisions of ... Act ... without prejudice ... any rights attached ... any existing shares, any share may be issued with such rights ... restrictions as ... company may by ordinary resolution determine.

3 Subject ... the provisions of ... Act, shares may be issued which are ... be redeemed ... are ... be liable ... be redeemed at ... option of ... company ... the holder ... such terms ... in such manner as may be provided by ... articles.

4 ... company may exercise ... powers of paying commissions conferred by ... Act. Subject ... the provision of ... Act, any such commission may be satisfied by ... payment of cash ... by ... allotment of fully ... partly paid shares ... partly ... one way ... partly ... the other.

5 Except as required by law, no person shall be recognised by ... company as holding any share upon any trust ... (except as otherwise provided by ... articles ... by law)

the company shall not be bound by ... recognise any interest ... any share except an absolute right ... the entirety thereof ... the holder.

Share Certificates

6 Every member, upon becoming ... holder of any shares, shall be entitled without payment ... one certificate for all ... shares of each class held by him (and, upon transferring a part of his holding of shares of any class, ... a certificate for ... balance of such holding) ... several certificates each for one ... more of his shares upon payment for every certificate after ... first of such reasonable sum as ... directors may determine. Every certificate shall be sealed with ... seal ... shall specify ... number, class ... distinguishing numbers (if any) of ... shares ... which it relates ... the amount ... respective amounts paid up thereon. ... company shall not be bound ... issue more than one certificate for shares held jointly by several persons ... delivery of a certificate ... one joint holder shall be a sufficient delivery ... all of them.

7 If a share certificate ... defaced, worn-out, lost ... destroyed, it may be renewed ... such terms (if any) as ... evidence ... indemnity ... payment of ... expenses reasonably incurred by ... company ... investigating evidence as ... directors may determine but otherwise free of charge, ... (in ... case of defacement ... wearing-out) ... delivery up of ... old certificate.

Lien

8 ... company shall have a first ... paramount lien ... every share (not being a fully paid share) for all moneys (whether presently payable ... not) payable at a fixed time ... called ... respect of that share. ... directors may at any time declare any share ... be wholly ... in part exempt from ... provisions of this regulation. ... company's lien ... a share shall extend ... any amount payable ... respect of it.

9 ... company may sell ... such manner as ... directors determine any shares ... which ... company has a lien if a sum ... respect of which ... lien exists ... presently payable ... is not paid within fourteen clear days after notice has been given ... the holder of ... share ... to ... person entitled ... it ... consequence of ... death ... bankruptcy of ... holder, demanding payment ... stating that if ... notice ... not complied with ... shares may be sold.

10 ... give effect ... a sale ... directors may authorise some person ... execute an instrument of transfer of ... shares sold to, ... in accordance with ... directions of, ... purchaser. ... title of ... transferee ... the shares shall not be affected by any irregularity ... or invalidity of ... proceedings ... reference ... the sale.

11 ... net proceeds of ... sale, after payment of ... costs, shall be applied ... payment of ... much of ... sum for which ... lien exists as ... presently payable, ... any residue shall (upon surrender ... the company for cancellation of ... certificate for ... shares sold ... subject ... a like lien for any moneys not presently payable as existed upon ... shares before ... sale) be paid ... the person entitled ... the shares at ... date of ... sale.

Calls ... shares ... Forfeiture

12 Subject ... the terms of allotment, ... directors may make calls upon ... members ... respect of any moneys unpaid ... their shares (whether ... respect of nominal value ... premium) ... each member shall (subject ... receiving at least fourteen clear days' notice specifying when ... where payment ... to be made) pay ... the company as required by ... notice ... amount called ... his shares. A call may be required ... be paid by instalments. A call may, before receipt by ... company of any sum due thereunder, be revoked ... whole ... part ... payment of a call may be postponed ... whole ... part. A person upon whom a call ... made shall remain liable for calls made upon him notwithstanding ... subsequent transfer of ... shares ... respect whereof ... call was made.

13 A call shall be deemed ... have been made at ... time when ... resolution of ... directors authorising ... call was passed.

14 ... joint holders of a share shall be jointly ... severally liable ... pay all calls ... respect thereof.

15 If a call remains unpaid after it has become due ... payable ... person from whom it ... due ... payable shall pay interest ... the amount unpaid from ... day it became due ... payable until it ... paid at ... rate fixed by ... terms of allotment of ... share ... in ... notice of ... call or, if no rate ... fixed, at ... appropriate rate (as defined by ... Act) but ... directors may waive payment of ... interest wholly ... in part.

16 An amount payable ... respect of a share ... allotment ... at any fixed date, whether ... respect of nominal value ... premium ... as an instalment of a call, shall be deemed ... be a call ... if it ... not paid ... provisions of ... articles shall apply as if that amount had become due ... payable by virtue of a call.

17 Subject ... the terms of allotment, ... directors may make arrangements ... the issue of shares for a difference between ... holders ... the amounts ... times of payment of calls ... their shares.

18 If a call remains unpaid after it has become due ... payable ... directors may give ... the person from whom it ... due not less than fourteen clear days' notice requiring payment of ... amount unpaid together with any interest which may have accrued. ... notice shall name ... place where payment ... to be made ... shall state that if ... notice ... not complied with ... shares ... respect of which ... call was made ... be liable ... be forfeited.

19 If ... notice ... not complied with any share ... respect of which it was given may, before ... payment required by ... notice has been made, be forfeited by a resolution of ... directors ... the forfeiture shall include all dividends ... other moneys payable ... respect of ... forfeited shares ... not paid before ... forfeiture.

20 Subject ... the provisions of ... Act, a forfeited share may be sold, re-alloted ... otherwise disposed of ... such terms ... in such manner as ... directors determine either ... the person who was before ... forfeiture ... holder ... to any other person ... at any time before sale, re-allotment ... other disposition, ... forfeiture may be cancelled ... such terms as ... directors think fit. Where for ... purposes of its disposal a forfeited share ... to be transferred ... any person ... directors may authorise some person ... execute an instrument of transfer of ... share ... that person.

21 A person any of whose shares have been forfeited shall cease ... be a member ... respect of them ... shall surrender ... the company for cancellation ... certificate for ... shares forfeited but shall remain liable ... the company for all moneys which at ... date of forfeiture were presently payable by him ... the company ... respect of those shares with interest at ... rate at which interest was payable ... those moneys before ... forfeiture or, if no interest was ... payable, at ... appropriate rate (as defined ... the Act) from ... date of forfeiture until payment but ... directors may waive payment wholly ... in part ... enforce payment without any allowance for ... value of ... shares at ... time of forfeiture ... for any consideration received ... their disposal.

22 A statutory declaration by a director ... the secretary that a share has been forfeited ... a specified date shall be conclusive evidence of ... facts stated ... it as against all persons claiming ... be entitled ... the share ... the declaration shall (subject ... the execution of an instrument of transfer if necessary) constitute a good title ... the share ... the person ... whom ... share ... disposed of shall not be bound ... see ... the application of ... consideration, if any, nor shall his title ... the share be affected by any irregularity ... or invalidity of ... proceedings ... reference ... the forfeiture ... disposal of ... share.

Transfer of Shares

23 ... instrument of transfer of a share may be ... any usual form ... in any other form which ... directors may approve ... shall be executed by ... on behalf of ... transferor and, unless ... share ... fully paid, by ... on behalf of ... transferee.

24 ... directors may refuse ... register ... transfer of a share which ... not fully paid ... a person of whom they do not approve ... they may refuse ... register ... transfer of a share ... which ... company has a lien. They may also refuse ... register a transfer unless:

a. it ... lodged at ... office ... at such other place as ... directors may appoint ... is accompanied by ... certificate for ... shares ... which it relates ... such other evidence as ... directors may reasonably require ... show ... right of ... transferor ... make ... transfer;

b. it ... in respect of only one class of shares; and

c. it ... in favour of not more than four transferees.

25 If ... directors refuse ... register a transfer of a share, they shall within two months after ... date ... which ... transfer was lodged with ... company send ... the transferee notice of ... refusal.

26 ... registration of transfers of shares ... of transfers of any class of shares may be suspended at such times ... for such periods (not exceeding thirty days ... any year) as ... directors may determine.

27 No fee shall be charged for ... registration of any instrument of transfer ... other document relating ... or affecting ... title ... any share.

28 ... company shall be entitled ... retain any instrument of transfer which ... registered, but any instrument of transfer which ... directors refuse ... register shall be returned ... the person lodging it when notice of ... refusal ... given.

Transmission of Shares

29 If a member dies ... survivor ... survivors where he was a joint holder, ... his personal representatives where he was a sole holder ... the only survivor of joint holders, shall be ... only persons recognised by ... company as having any title ... his interest; but nothing herein contained shall release ... estate of a deceased member from any liability ... respect of any share which had been jointly held by him.

30 A person becoming entitled ... a share ... consequence of ... death ... bankruptcy of a member may, upon such evidence being produced as ... directors may properly require, elect either ... become ... holder of ... share ... to have some person nominated by him registered as ... transferee. If he elects ... become ... holder he shall give notice ... the company ... that effect. If he elects ... have another person registered he shall execute an instrument of transfer of ... share ... that person. All ... articles relating ... the transfer of shares shall apply ... the notice ... instrument of transfer as if it were an instrument of transfer executed by ... member ... the death ... bankruptcy of ... member had not occurred.

31 A person becoming entitled ... a share ... consequence of ... death ... bankruptcy of a member shall have ... rights ... which he would be entitled if he were ... holder of ... share, except that he shall not, before being registered as ... holder of ... share, be entitled ... respect of it ... attend ... vote at any meeting of ... company ... at any separate meeting of ... holders of any class of shares ... the company.

Alteration of Share Capital

32 ... company may by ordinary resolution:

a. increase its share capital by new shares of such amount as ... resolution prescribes;

b. consolidate ... divide all ... any of its share capital into shares of larger amount than its existing shares;

c. subject ... the provisions of ... Act, sub-divide its shares, ... any of them, into shares of smaller amount ... the resolution may determine that, as between ... shares resulting from ... sub-division, any of them may have any preference ... advantage as compared with ... others; and

d. cancel shares which, at ... date of ... passing of ... resolution, have not been taken ... agreed ... be taken by any person ... diminish ... amount of its share capital by ... amount of ... shares ... cancelled.

33 Whenever as a result of a consolidation of shares any members would become entitled ... fractions of a share, ... directors may, ... behalf of those members, sell ... shares representing ... fractions for ... best price reasonably obtainable ... any person (including, subject ... the provisions of ... Act, ... company) ... distribute ... net proceeds of sale ... due proportion among those members, ... the directors may authorise some person ... execute an instrument of transfer of ... shares to, ... in accordance with ... directions of, ... purchaser. ... transferee shall not be bound ... see ... the application of ... purchase money nor shall his title ... the shares be affected by any irregularity ... or invalidity of ... proceedings ... reference ... the sale.

34 Subject ... the provisions of ... Act, ... company may by special resolution reduce its share capital, any capital redemption reserve ... any share premium account ... any way.

Purchase of own Shares

35 Subject ... the provisions of ... Act, ... company may purchase its own shares (including any redeemable shares) and, if it ... a private company, make a payment ... respect of ... redemption ... purchase of its own shares otherwise than out of distributable profits of ... company ... the proceeds of a fresh issue of shares.

General Meetings

36 All general meetings other than annual general meetings shall be called extraordinary general meetings.

37 ... directors may call general meetings and, ... the requisition of members pursuant ... the provisions of ... Act, shall forthwith proceed ... convene an extraordinary general meeting for a date not later than eight weeks after receipt of ... requisition. If there are not within ... United Kingdom sufficient directors ... call a general meeting, any director ... any member of ... company may call a general meeting.

Notice of General Meetings

38 An annual general meeting ... an extraordinary general meeting called for ... passing of a special resolution ... a resolution appointing a person as a director shall be called by at least twenty-one clear days' notice. All other extraordinary general meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it ... so agreed-

a. in ... case of an annual general meeting, by all ... members entitled ... attend ... vote thereat; and

b. in ... case of any other meeting by a majority ... number of ... members having a right ... attend ... vote being a majority together holding not less than ninety-five per cent. ... nominal value of ... shares giving that right.

The notice shall specify ... time ... place of ... meeting ... the general nature of ... business ... be transacted and, ... the case of an annual general meeting, shall specify ... meeting as such.

Subject ... the provisions of ... articles ... to any restrictions imposed ... any shares, ... notice shall be given ... all ... members, ... all persons entitled ... a share ... consequence of ... death ... bankruptcy of a member ... to ... directors ... auditors.

39 ... accidental omission ... give notice of a meeting to, ... the non-receipt of notice of a meeting by, any person entitled ... receive notice shall not invalidate ... proceedings at that meeting.

Proceedings at General Meetings

40 No business shall be transacted at any meeting unless a quorum ... present. Two persons entitled ... vote upon ... business ... be transacted, each being a member ... a proxy for a member ... a duly authorised representative of a corporation, shall be a quorum.

41 If such a quorum ... not present within half an hour from ... time appointed for ... meeting, ... if during a meeting such a quorum ceases ... be present, ... meeting shall stand adjourned ... the same day ... the next week at ... same time ... place ... such time ... place as ... directors may determine.

42 ... chairman, if any, of ... board of directors ... in his absence some other director nominated by ... directors shall preside as chairman of ... meeting, but if neither ... chairman nor such other director (if any) be present within fifteen minutes after ... time appointed for holding ... meeting ... willing ... act, ... directors present shall elect one of their number ... be chairman and, if there ... only one director present ... willing ... act, he shall be chairman.

43 If no director ... willing ... act as chairman, ... if no director ... present within fifteen minutes after ... time appointed for holding ... meeting, ... members present ... entitled ... vote shall choose one of their number ... be chairman.

44 A director shall, notwithstanding that he ... not a member, be entitled ... attend ... speak at any general meeting ... at any separate meeting of ... holders of any class of shares ... the company.

45 ... chairman may, with ... consent of a meeting at which a quorum ... present (and shall if ... directed by ... meeting), adjourn ... meeting from time ... time ... from place ... place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at ... meeting had ... adjournment not taken place. When a meeting ... adjourned for fourteen days ... more, at least seven clear days' notice shall be given specifying ... time ... place of ... adjourned meeting ... the general nature of ... business ... be transacted. Otherwise it shall not be necessary ... give any such notice.

46 A resolution put ... the vote of a meeting shall be decided ... a show of hands unless before ... on ... declaration of ... result of, ... show of hands a poll ... duly demanded. Subject ... the provisions of ... Act, a poll may be demanded-

a. by ... chairman; or

b. by at least two members having ... right ... vote at ... meeting; or

c. by a member ... members representing not less than one-tenth of ... total voting rights of all ... members having ... right ... vote at ... meeting; or

d. by a member ... members holding shares conferring a right ... vote at ... meeting being shares ... which an aggregate sum has been paid up equal ... not less than one-tenth of ... total sum paid up ... all ... shares conferring that right;

and a demand by a person as proxy for a member shall be ... same as a demand by ... member.

47 Unless a poll ... duly demanded a declaration by ... chairman that a resolution has been carried ... carried unanimously, ... by a particular majority, ... lost, ... not carried by a particular majority ... an entry ... that effect ... the minutes of ... meeting shall be conclusive evidence of ... fact without proof of ... number ... proportion of ... votes recorded ... favour of ... against ... resolution.

48 ... demand for a poll may, before ... poll ... taken, be withdrawn but only with ... consent of ... chairman ... a demand ... withdrawn shall not be taken ... have invalidated ... result of a show of hands declared before ... demand was made.

49 A poll shall be taken as ... chairman directs ... he may appoint scrutineers (who need not be members) ... fix a time ... place for declaring ... result of ... poll. ... result of ... poll shall be deemed ... be ... resolution of ... meeting at which ... poll was demanded.

50 ... the case of an equality of votes, whether ... a show of hands ... on a poll, ... chairman shall be entitled ... a casting vote ... addition ... any other vote he may have.

51 A poll demanded ... the election of a chairman ... on a question of adjournment shall be taken forthwith. A poll demanded ... any other question shall be taken either forthwith ... at such time ... place as ... chairman directs not being more than thirty days after ... poll ... demanded. ... demand for a poll shall not prevent ... continuance of a meeting for ... transaction of any business other than ... question ... which ... poll was demanded. If a poll ... demanded before ... declaration of ... result of a show of hands ... the demand ... duly withdrawn, ... meeting shall continue as if ... demand had not been made.

52 No notice need be given of a poll not taken forthwith if ... time ... place at which it ... to be taken are announced at ... meeting at which it ... demanded. ... any other case at least seven clear days' notice shall be given specifying ... time ... place at which ... poll ... to be taken.

53 A resolution ... writing executed by ... on behalf of each member who would have been entitled ... vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened ... held ... may consist of several instruments ... the like form each executed by ... on behalf of one ... more members.

Votes of Members

54 Subject ... any rights ... restrictions attached ... any shares, ... a show of hands every member who (being an individual) ... present ... person ... (being a corporation) ... present by a duly authorised representative, not being himself a member entitled ... vote, shall have one vote ... on a poll every member shall have one vote for every share of which he ... the holder.

55 ... the case of joint holders ... vote of ... senior who tenders a vote, whether ... person ... by proxy, shall be accepted ... the exclusion of ... votes of ... other joint holders; ... seniority shall be determined by ... order ... which ... names of ... holders stand ... the register of members.

56 A member ... respect of whom an order has been made by any court having jurisdiction (whether ... the United Kingdom ... elsewhere) ... matters concerning mental disorder may vote, whether ... a show of hands ... on a poll, by his receiver, curator bonis ... other person authorised ... that behalf appointed by that court, ... any such receiver, curator bonis ... other person may, ... a poll, vote by proxy. Evidence ... the satisfaction of ... directors of ... authority of ... person claiming ... exercise ... right ... vote shall be deposited at ... office, ... at such other place as ... specified ... accordance with ... articles for ... deposit of instruments of proxy, not less than 48 hours before ... time appointed for holding ... meeting ... adjourned meeting at which ... right ... vote ... to be exercised ... in default ... right ... vote shall not be exercisable.

57 No member shall vote at any general meeting ... at any separate meeting of ... holders of any class of shares ... the company, either ... person ... by proxy, ... respect of any share held by him unless all moneys presently payable by him ... respect of that share have been paid.

58 No objection shall be raised ... the qualification of any voter except at ... meeting ... adjourned meeting at which ... vote objected ... is tendered, ... every vote not disallowed at ... meeting shall be valid. Any objection made ... due time shall be referred ... the chairman whose decision shall be final ... conclusive.

59 ... a poll votes may be given either personally ... by proxy. A member may appoint more than one proxy ... attend ... the same occasion.

60 An instrument appointing a proxy shall be ... writing, executed by ... on behalf of ... appointor ... shall be ... the following form (or ... a form as near thereto as circumstances allow ... in any other form which ... usual ... which ... directors may approve)-

" PLC/Limited

I/We, , of , being a member/members of ... above-namend, hereby appoint

of ,

or failing him,

of , as my/our proxy ... vote ... my/our name(s) an ... my/our behalf

at ... annual/extraordinary general meeting of ... company ... be held on

_____, ... at any adjournment thereof.

Signed ... _____, _____"

61 Where it ... desired ... afford members an opportunity of instructing ... proxy how he shall act ... instrument appointing a proxy shall be ... the following form (or ... a form as near thereto as circumstances allow ... in any other form which ... usual ... which ... directors may approve)-

“ PLC/Limited

I/We , of , being a member/members of ... above-named company, hereby appoint

of ,

or failing him,

of , as my/our proxy ... vote ... my/our name(s) ... on my/our behalf

at ... annual/extraordinary general meeting of ... company ... be held on

_____, ... at any adjournment thereof.

This form ... to be used ... respect of ... resolutions mentioned below as follows:

Resolution No.1 *for *against

Resolution No.2 *for *against.

*Strike out whichever ... not desired.

Unless otherwise instructed, ... proxy may vote as he thinks fit ... abstain from voting.

Signed this _____ day of _____.”

62 ... instrument appointing a proxy ... any authority under which it ... executed ... a copy of such authority certified notarially ... in some other way approved by ... directors may -

a. be deposited at ... office ... at such other place within ... United Kingdom as ... specified ... the notice convening ... meeting ... in any instrument of proxy sent out by ... company ... relation ... the meeting not less than 48 hours before ... time for holding ... meeting ... adjourned meeting at which ... person named ... the instrument proposes ... vote; or

b. in ... case of a poll taken more than 48 hours after it ... demanded, be deposited as aforesaid after ... poll has been demanded ... not less than 24 hours before ... time appointed for ... taking of ... poll; ...

c. where ... poll ... not taken forthwith but ... taken not more than 48 hours after it was demanded, be delivered at ... meeting at which ... poll was demanded ... the chairman ... to ... secretary ... to any director;

and an instrument of proxy which ... not deposited ... delivered ... a manner ... permitted shall be invalid.

63 A vote given ... poll demanded by proxy ... by ... duly authorised representative of a corporation shall be valid notwithstanding ... previous determination of ... authority of ... person voting ... demanding a poll unless notice of ... determination was received by ... company at ... office ... at such other place at which ... instrument of proxy was duly deposited before ... commencement of ... meeting ... adjourned meeting at which ... vote ... given ... the poll demanded ... (in ... case of a poll taken otherwise than ... the same day as ... meeting ... adjourned meeting) ... time appointed for taking ... poll.

Numbers of Directors

64 Unless otherwise determined by ordinary resolution, ... number of directors (other than alternate directors) shall not be subject ... any maximum but shall be not less than two.

Alternate Directors

65 Any director (other than an alternate director) may appoint any other director, ... any other person approved by resolution of ... directors ... willing ... act, ... be an alternate director ... may remove from office an alternate director ... appointed by him.

66 An alternate director shall be entitled ... receive notice of all meetings of directors ... of all meetings of committees of directors of which his appointor ... a member, ... attend ... vote at any such meeting at which ... director appointing him ... not personally present, ... generally ... perform all ... functions of his appointor as a director ... his absence but shall not be entitled ... receive any remuneration from ... company for his services as an alternate director. But it shall not be necessary ... give notice of such a meeting ... an alternate director who ... absent from ... United Kingdom.

67 An alternate director shall cease ... be an alternate director if his appointor ceases ... be a director; but, if a director retires by rotation ... otherwise but ... reappointed ... deemed ... have been reappointed at ... meeting at which he retires, any appointment of an alternate director made by him which was ... force immediately prior ... his retirement shall continue after his reappointment.

68 Any appointment ... removal of an alternate director shall be by notice ... the company signed by ... director making ... revoking ... appointment ... in any other manner approved by ... directors.

69 Save as otherwise provided ... the articles, an alternate director shall be deemed for all purposes ... be a director ... shall alone be responsible for his own acts ... defaults ... he shall not be deemed ... be ... agent of ... director appointing him.

Powers of Directors

70 Subject ... the provisions of ... Act, ... memorandum ... the articles ... to any directions given by special resolution, ... business of ... company shall be managed by ... directors who may exercise all ... powers of ... company. No alteration of ... memorandum ... articles ... no such direction shall invalidate any prior act of ... directors which would have been valid if that alteration had not been made ... that direction had not been given. ... powers given by this regulation shall not be limited by any special power given ... the directors by ... articles ... a meeting of directors at which a quorum ... present may exercise all powers exercisable by ... directors.

71 ... directors may, by power of attorney ... otherwise, appoint any person ... be ... agent of ... company for such purposes ... on such conditions as they determine, including authority for ... agent ... delegate all ... any of his powers.

Delegation of Directors' Powers

72 ... directors may delegate any of their powers ... any committee consisting of one ... more directors. They may also delegate ... any managing director ... any director holding any other executive office such of their powers as they consider desirable ... be exercised by him. Any such delegation may be made subject ... any conditions ... directors may impose, ... either collaterally with ... to ... exclusion of their own powers ... may be revoked ... altered. Subject ... any such conditions, ... proceedings of a committee with two ... more members shall be governed by ... articles regulating ... proceedings of directors ... far as they are capable of applying.

Appointment ... Retirement of Directors

73 At ... first annual general meeting all ... directors shall retire from office, ... at every subsequent annual general meeting one-third of ... directors who are subject ... retirement by rotation or, if their number ... not three ... a multiple of three, ... number nearest ... one-third shall retire from office; but, if there ... only one director who ... subject ... retirement by rotation, he shall retire.

74 Subject ... the provisions of ... Act, ... directors ... retire by rotation shall be those who have been longest ... office since their last appointment ... reappointment, but as between persons who became ... were last reappointed directors ... the same day those ... retire shall (unless they otherwise agree among themselves) be determined by lot.

75 If ... company, at ... meeting at which a director retires by rotation, does not fill ... vacancy ... retiring director shall, if willing ... act, be deemed ... have been reappointed unless at ... meeting it ... resolved not ... fill ... vacancy ... unless a resolution for ... reappointment of ... director ... put ... the meeting ... lost.

76 No person other than a director retiring by rotation shall be appointed ... reappointed a director at any general meeting unless-

a. he ... recommended by ... directors; ...

b. not less than fourteen nor more than thirty-five clear days before ... date appointed for ... meeting, notice executed by a member qualified ... vote at ... meeting has been given ... the company of ... intention ... propose that person for appointment ... reappointment stating ... particulars which would, if he were ... appointed ... reappointed, be required ... be included ... the company’s register of directors together with notice executed by that person of his willingness ... be appointed ... reappointed.

77 Not less than seven nor more than twenty-eight clear days before ... date appointed for holding a general meeting notice shall be given ... all who are entitled ... receive notice of ... meeting of any person (other than a director retiring by rotation at ... meeting) who ... recommended by ... directors for appointment ... reappointment as a director at ... meeting ... in respect of whom notice has been duly given ... the company of ... intention ... propose him at ... meeting for appointment ... reappointment as a director. ... notice shall give ... particulars of that person which would, if he were ... appointed ... reappointed, be required ... be included ... the company's register of directors.

78 Subject as aforesaid, ... company may by ordinary resolution appoint a person who ... willing ... act ... be a director either ... fill a vacancy ... as an additional director ... may also determine ... rotation ... which any additional directors are ... retire.

79 ... directors may appoint a person who ... willing ... act ... be a director, either ... fill a vacancy ... as an additional director, provided that ... appointment does not cause ... number of directors ... exceed any number fixed by ... in accordance with ... articles as ... maximum number of directors. A director ... appointed shall hold office only until ... next following annual general meeting ... shall not be taken into account ... determining ... directors who are ... retire by rotation at ... meeting. If not reappointed at such annual general meeting, he shall vacate office at ... conclusion thereof.

80 Subject as aforesaid, a director who retires at an annual general meeting may, if willing ... act, be reappointed. If he ... not reappointed, he shall retain office until ... meeting appoints someone ... his place, ... if it does not do so, until ... end of ... meeting.

Disqualification ... Removal of Directors

81 ... office of a director shall be vacated if-

a. he ceases ... be a director by virtue of any provision of ... Act ... he becomes prohibited by law from being a director; or

b. he becomes bankrupt ... makes any arrangement ... composition with his creditors generally; or

c. he is, ... may be, suffering from mental disorder ... either-

d. he ... admitted ... hospital ... pursuance of an application for admission for treatment under ... Mental Health Act 1983 or, ... Scotland, an application for admission under ... Mental Health (Scotland) Act 1960, ...

e. an order ... made by a court having jurisdiction (whether ... the United Kingdom ... elsewhere) ... matters concerning mental disorder for his detention ... for ... appointment of a receiver, curator bonis ... other person ... exercise powers with respect ... his property ... affairs; or

f. he resigns his office by notice ... the company; or

g. he shall for more than six consecutive months have been absent without permission of ... directors from meetings of directors held during that period ... the directors resolve that his office be vacated.

Remuneration of Directors

82 ... directors shall be entitled ... such remuneration as ... company may by ordinary resolution determine and, unless ... resolution provides otherwise, ... remuneration shall be deemed ... accrue from day ... day.

Directors' Expenses

83 ... directors may be paid all travelling, hotel, ... other expenses properly incurred by them ... connection with their attendance at meetings of directors ... committees of directors ... general meetings ... separate meetings of ... holders of any class of shares ... of debentures of ... company ... otherwise ... connection with ... discharge of their duties.

Directors' Appointments ... Interests

84 Subject ... the provisions of ... Act, ... directors may appoint one ... more of their number ... the office of managing director ... to any other executive office under ... company ... may enter into an agreement ... arrangement with any director for his employment by ... company ... for ... provision by him of any services outside ... scope of ... ordinary duties of a director. Any such appointment, agreement ... arrangement may be made upon such terms as ... directors determine ... they may remunerate any such director for his services as they think fit. Any appointment of a director ... an executive office shall terminate if he ceases ... be a director but without prejudice ... any claim ... damages for breach of ... contract of service between ... director ... the company. A managing director ... a director holding any other executive office shall not be subject ... retirement by rotation.

85 Subject ... the provisions of ... Act, ... provided that he has disclosed ... the directors ... nature ... extent of any material interest of his, a director notwithstanding his office-

a. may be a party to, ... otherwise interested in, any transaction ... arrangement with ... company ... in which ... company ... otherwise interested;

b. may be a director ... other officer of, ... employed by, ... a party ... any transaction ... arrangement with, ... otherwise interested in, any body corporate promoted by ... company ... in which ... company ... otherwise interested; ...

c. shall not, by reason of his office, be accountable ... the company for any benefit which he derives from any such office ... employment ... from any such transaction ... arrangement ... from any interest ... any such body corporate ... no such transaction ... arrangement shall be liable ... be avoided ... the ground of any such interest ... benefit.

86 For ... purposes of regulation 85 -

a. a general notice given ... the directors that a director ... to be regarded as having an interest of ... nature ... extent specified ... the notice ... any transaction ... arrangement ... which a specified person ... class of persons ... interested shall be deemed ... be a disclosure that ... director has an interest ... any such transaction of ... nature ... extent ... specified; and

b. an interest of which a director has no knowledge ... of which it ... unreasonable ... expect him ... have knowledge shall not be treated as an interest of his.

Directors' Gratuities ... Pensions

87 ... directors may provide benefits, whether by ... payment of gratuities ... pensions ... by insurance ... otherwise, for any director who has held but no longer holds any executive office ... employment with ... company ... with any body corporate which ... or has been a subsidiary of ... company ... a predecessor ... business of ... company ... of any such subsidiary, ... for any member of his family (including a spouse ... a former spouse) ... any person who ... or was dependent ... him, ... may (as well before as after he ceases ... hold such office ... employment) contribute ... any fund ... pay premiums for ... purchase ... provision of any such benefit.

Proceedings of Directors

88 Subject ... the provisions of ... articles, ... directors may regulate their proceedings as they think fit. A director may, ... the secretary at ... request of a director shall, call a meeting of ... directors. It shall not be necessary ... give notice of a meeting ... a director who ... absent from ... United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. ... the case of an equality of votes, ... chairman shall have a second ... casting vote. A director who ... also an alternate director shall be entitled ... the absence of his appointor ... a separate vote ... behalf of his appointor ... addition ... his own vote.

89 ... quorum for ... transaction of ... business of ... directors may be fixed by ... directors ... unless ... fixed at any other number shall be two. A person who holds office only as an alternate director shall, if his appointor ... not present, be counted ... the quorum.

90 ... continuing directors ... a sole continuing director may act notwithstanding any vacancies ... their number, but, if ... number of directors ... less than ... number fixed as ... quorum, ... continuing directors ... director may act only for ... purpose of filling vacancies ... of calling a general meeting.

91 ... directors may appoint one of their number ... be ... chairman of ... board of directors ... may at any time remove him from that office. Unless he ... unwilling ... do so, ... director ... appointed shall preside at every meeting of directors at which he ... present. But if there ... no director holding that office, ... if ... director holding it ... unwilling ... preside ... is not present within five minutes after ... time appointed for ... meeting, ... directors present may appoint one of their number ... be chairman of ... meeting.

92 All acts done by a meeting of directors, ... of a committee of directors, ... by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect ... the appointment of any director ... that any of them were disqualified from holding office, ... had vacated office, ... were not entitled ... vote, be as valid as if every such person had been duly appointed ... was qualified ... had continued ... be a director ... had been entitled ... vote.

93 A resolution ... writing signed by all ... directors entitled ... receive notice of a meeting of directors ... of a committee of directors shall be as valid ... effectual as if it had been passed at a meeting of directors ... (as ... case may be) a committee of directors duly convened ... held ... may consist of several documents ... the like form each signed by one ... more directors; but a resolution signed by an alternate director need not also be signed by his appointor and, if it ... signed by a director who has appointed an alternate director, it need not be signed by ... alternate director ... that capacity.

94 Save as otherwise provided by ... articles, a director shall not vote at a meeting of directors ... of a committee of directors ... any resolution concerning a matter ... which he has, directly ... indirectly, an interest ... duty which ... material ... which conflicts ... may conflict with ... interests of ... company unless his interest ... duty arises only because ... case falls within one ... more of ... following paragraphs-

a. the resolution relates ... the giving ... him of a guarantee, security, ... indemnity ... respect of money lent to, ... an obligation incurred by him for ... benefit of, ... company ... any of its subsidiaries;

b. the resolution relates ... the giving ... a third party of a guarantee, security, ... indemnity ... respect of an obligation of ... company ... any of its subsidiaries for which ... director has assumed reponsibility ... whole ... part ... whether alone ... jointly with others under a guarantee ... indemnity ... by ... giving of security;

c. his interest arises by virtue of his subscribing ... agreeing ... subscribe for any shares, debentures ... other securities of ... company ... any of its subsidiaries, ... by virtue of his being, ... intending ... become, a participant ... the underwriting ... sub-underwriting of an offer of any such shares, debentures, ... other securities by ... company ... any of its subsidiaries for subscription, purchase ... exchange;

d. the resolution relates ... any way ... a retirement benefits scheme which has been approved, ... is conditional upon approval, by ... Board of Inland Revenue for taxation purposes.

For ... purposes of this regulation, an interest of a person who is, for any purpose of ... Act (excluding any statutory modification thereof not ... force when this regulation becomes binding ... the company), connected with a director shall be treated as an interest of ... director and, ... relation ... an alternate director, an interest of his appointor shall be treated as an interest of ... alternate director without prejudice ... any interest which ... alternate director has otherwise.

95 A director shall not be counted ... the quorum present at a meeting ... relation ... a resolution ... which he ... not entitled ... vote.

96 ... company may by ordinary resolution suspend ... relax ... any extent, either generally ... in respect of any particular matter, any provision of ... articles prohibiting a director from voting at a meeting of directors ... of a committee of directors.

97 Where proposals are under consideration concerning ... appointment of two ... more directors ... offices ... employments with ... company ... any body corporate ... which ... company ... interested ... proposals may be divided ... considered ... relation ... each director separately ... (provided he ... not for another reason precluded from voting) each of ... directors concerned shall be entitled ... vote ... be counted ... the quorum ... respect of each resolution except that concerning his own appointment.

98 If a question arises at a meeting of directors ... of a committee of directors as ... the right of a director ... vote, ... question may, before ... conclusion of ... meeting, be referred ... the chairman of ... meeting ... his ruling ... relation ... any director other than himself shall be final ... conclusive.

Secretary

99 Subject ... the provisions of ... Act, ... secretary shall be appointed by ... directors for such term, at such remuneration ... upon such conditions as they may think fit; ... any secretary ... appointed may be removed by them.

Minutes

100 ... directors shall cause minutes ... be made ... books kept for ... purpose-

a. of all appointments of officers made by ... directors; and

b. of all proceedings at meetings of ... company, of ... holders of any class of shares ... the company, ... of ... directors, ... of committees of directors, including ... names of ... directors present at each such meeting.

The Seal

101 ... seal shall only be used by ... authority of ... directors ... of a committee of directors authorised by ... directors. ... directors may determine who shall sign any instrument ... which ... seal ... affixed ... unless otherwise ... determined it shall be signed by a director ... by ... secretary ... by a second director.

Dividends

102 Subject ... the provisions of ... Act, ... company may by ordinary resolution declare dividends ... accordance with ... respective rights of ... members, but no dividend shall exceed ... amount recommended by ... directors.

103 Subject ... the provisions of ... Act, ... directors may pay interim dividends if it appears ... them that they are justified by ... profits of ... company available for distribution. If ... share capital ... divided into different classes, ... directors may pay interim dividends ... shares which confer deferred ... non-preferred rights with regard ... dividend as well as ... shares which confer preferential rights with regard ... dividend, but no interim dividend shall be paid ... shares carrying deferred ... non- preferred rights if, at ... time of payment, any preferential dividend ... in arrear. ... directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears ... them that ... profits available for distribution justify ... payment. Provided ... directors act ... good faith they shall not incur any liability ... the holders of shares conferring preferred rights for any loss they may suffer by ... lawful payment of an interim dividend ... any shares having deferred ... non-preferred rights.

104 Except as otherwise provided by ... rights attached ... shares, all dividends shall be declared ... paid according ... the amounts paid up ... the shares ... which ... dividend ... paid. All dividends shall be apportioned ... paid proportionately ... the amounts paid up ... the shares during any portion ... portions of ... period ... respect of which ... dividend ... paid; but, if any share ... issued ... terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.

105 A general meeting declaring a dividend may, upon ... recommendation of ... directors, direct that it shall be satisfied wholly ... partly by ... distribution of assets and, where any difficulty arises ... regard ... the distribution, ... directors may settle ... same ... in particular may issue fractional certificates ... fix ... value for distribution of any assets ... may determine that cash shall be paid ... any member upon ... footing of ... value ... fixed ... order ... adjust ... rights of members ... may vest any assets ... trustees.

106 Any dividend ... other moneys payable ... respect of a share may be paid by cheque sent by post ... the registered address of ... person entitled or, if two ... more persons are ... holders of ... share ... are jointly entitled ... it by reason of ... death ... bankruptcy of ... holder, ... the registered address of that one of those persons who ... first named ... the register of members ... to such person ... to such address as ... person ... persons entitled may ... writing direct. Every cheque shall be made payable ... the order of ... person ... persons entitled ... to such other person as ... person ... persons entitled may ... writing direct ... payment of ... cheque shall be a good discharge ... the company. Any joint holder ... other person jointly entitled ... a share as aforesaid may give receipts for any dividend ... other moneys payable ... respect of ... share.

107 No dividend ... other moneys payable ... respect of a share shall bear interest against ... company unless otherwise provided by ... rights attached ... the share.

108 Any dividend which has remained unclaimed for twelve years from ... date when it became due for payment shall, if ... directors ... resolve, be forfeited ... cease ... remain owing by ... company.

Accounts

109. No member shall (as such) have any right of inspecting any accounting records ... other book ... document of ... company except as conferred by statute ... authorised by ... directors ... by ordinary resolution of ... company.

Capitalisation of Profits

110 ... directors may with ... authority of an ordinary resolution of ... company-

a. subject as hereinafter provided, resolve ... capitalise any undivided profits of ... company not required for paying any preferential dividend (whether ... not they are available for distribution) ... any sum standing ... the credit of ... company's share premium account ... capital redemption reserve;

b. appropriate ... sum resolved ... be capitalised ... the members who would have been entitled ... it if it were distributed by way of dividend ... in ... same proportions ... apply such sum ... their behalf either ... or towards paying up ... amounts, if any, for ... time being unpaid ... any shares held by them respectively, ... in paying up ... full unissued shares ... debentures of ... company of a nominal amount equal ... that sum, ... allot ... shares ... debentures credited as fully paid ... those members, ... as they may direct, ... those proportions, ... partly ... one way ... partly ... the other: but ... share premium account, ... capital redemption reserve, ... any profits which are not available for distribution may, for ... purposes of this regulation, only be applied ... paying up unissued shares ... be allotted ... members credited as fully paid;

c. make such provision by ... issue of fractional certificates ... by payment ... cash ... otherwise as they determine ... the case of shares ... debentures becoming distributable under this regulation ... fractions; ...

d. authorise any person ... enter ... behalf of all ... members concerned into an agreement with ... company providing for ... allotment ... them respectively, credited as fully paid, of any shares ... debentures ... which they are entitled upon such capitalisation, any agreement made under such authority being binding ... all such members.

Notices

111 Any notice ... be given ... or by any person pursuant ... the articles shall be ... writing except that a notice calling a meeting of ... directors need not be ... writing.

112 ... company may give any notice ... a member either personally ... by sending it by post ... a prepaid envelope addressed ... the member at his registered address ... by leaving it at that address. ... the case of joint holders of a share, all notices shall be given ... the joint holder whose name stands first ... the register of members ... respect of ... joint holding ... notice ... given shall be sufficient notice ... all ... joint holders. A member whose registered address ... not within ... United Kingdom ... who gives ... the company an address within ... United Kingdom at which notices may be given ... him shall be entitled ... have notices given ... him at that address, but otherwise no such member shall be entitled ... receive any notice from ... company.

113 A member present, either ... person ... by proxy, at any meeting of ... company ... of ... holders of any class of shares ... the company shall be deemed ... have received notice of ... meeting and, where requisite, of ... purposes for which it was called.

114 Every person who becomes entitled ... a share shall be bound by any notice ... respect of that share which, before his name ... entered ... the register of members, has been duly given ... a person from whom he derives his title.

115 Proof that an envelope containing a notice was properly addressed, prepaid ... posted shall be conclusive evidence that ... notice was given. A notice shall, unless ... contrary ... proved, be deemed ... be given at ... expiration of 48 hours after ... envelope containing it was posted.

116 A notice may be given by ... company ... the persons entitled ... a share ... consequence of ... death ... bankruptcy of a member by sending ... delivering it, ... any manner authorised by ... articles for ... giving of notice ... a member, addressed ... them by name, ... by ... title of representatives of ... deceased, ... trustee of ... bankrupt ... by any like description at ... address, if any, within ... United Kingdom supplied for that purpose by ... persons claiming ... be ... entitled. Until such an address has been supplied, a notice may be given ... any manner ... which it might have been given if ... death ... bankruptcy had not occurred.

Winding Up

117 If ... company ... wound up, ... liquidator may, with ... sanction of an extraordinary resolution of ... company ... any other sanction required by ... Act, divide among ... members ... specie ... whole ... any part of ... assets of ... company ... may, for that purpose, value any assets ... determine how ... division shall be carried out as between ... members ... different classes of members. ... liquidator may, with ... like sanction, vest ... whole ... any part of ... assets ... trustees upon such trusts for ... benefit of ... members as he with ... like sanction determines, but no member shall be compelled ... accept any assets upon which there ... a liability.

Indemnity

118 Subject ... the provisions of ... Act but without prejudice ... any indemnity ... which a director may otherwise be entitled, every director ... other officer ... auditor of ... company shall be indemnified out of ... assets of ... company against any liability incurred by him ... defending any proceedings, whether civil ... criminal, ... which judgment ... given ... his favour ... in which he ... acquitted ... in connection with any application ... which relief ... granted ... him by ... court from liability for negligence, default, breach of duty ... breach of trust ... relation ... the affairs of ... company.

 

 

 

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