Sparkbrook Manufacturing Co. Ltd. Articles of Association

PA 215/8/2

Sparkbrook Manufacturing Co. Ltd. Articles of Association

31st Mar., 1897

Clauses- 1 Companies Act, 1862 table A regulations not to apply

2 Definition of words

3 Directors to determine share-issue

4 Joint holders' liability for their shares will be several as well as joint

5 Company need recognise only registered holder's absolute right in a share

6 Company funds not to be spent upon buying or mortgaging its own shares

7 Share certificates

8 Certificate will be delivered to the first-named of its joint holders

9 Share certificates will be replaceable

10 21 days' notice required for call upon money unpaid upon shares

11 A call will date from the resolution authorizing it

12 10% interest due upon an answered call

13 Board may accept all or part of a shareholder's unpaid money, paying interest at the agreed rate

14 Transfer of shares must be made in writing

15 Directors may decline to register share-transfer if the transferee be indebted to the company, the transfer be contrary to regulations or the transferee be deemed incompetent

16 Instrument of transfer will be lodged with the company

17 Executors or administrators of (or successors of joint) deceased shareholder alone are recognised as entitled to his shares

18 Deceased or bankrupt member's share transferrable

19 Company's lien upon shares, interest and dividends will be paramount

20 Notice serviceable if call unanswered

21 Such notice will name a further payment-day

22 Thereafter such a share will be subject to forfeit by a board resolution

23 Forfeited share becomes company property

24 Owner of forfeited shares still liable to pay calls, etc

25 Forfeiture extinguishes claims against company

26 Board may accept surrender of share as compromise if a holder's registration be debateable

27 Certificates will be needed for both forfeiture and allocation to a new proprietor if such a share be re-allocated

28 With General Meeting's consent, the board may convert paid-up shares into stock

29 Stockholders may transfer interest

30 Stock confers rights equivalent to fully-paid shares

31 At a General Meeting, the company may consolidate its shares into larger amounts

32 By special resolution, the company may subdivide its shares

33 With a General Meeting's sanction, the board may issue new shares

34 Unless a General Meeting decides otherwise, new shares will be equivalent to original

35 By special resolution, the company may reduce its capital

36 A General Meeting will be held at least annually

37 Such General Meetings will be termed Ordinary, any others will be Extraordinary

38 An Extraordinary General Meeting may be called at the board's discretion or upon requisition by the holders of one-tenth of the shares

39 Requisition to be left at the registered office

40 An Extraordinary General Meeting will be held within one month of its requisition; by default, requisitioners (or five or more others holding one-tenth of issued capital) may convene one

41 As for any General meeting, an Extraordinary one will require seven days' notice

42 Notice will state general business

43 Five members will form a General Meeting quorum

44 Meeting dissoluble if inquorate within half an hour of its start, or it may be adjourned

45 Adjourned meeting will deal with matters arising from the previous one

46 Chairman or his deputy will preside

47 Another director, or by default a member, will chair a meeting if neither the chairman nor his deputy arrive within fifteen minutes of the meeting's scheduled start

48 Only adjourned business may be transacted at an adjourned meeting

49 Chairman enjoys casting vote

50 Chairman's declaration of result of a meeting sufficient for it to be effectual

51 Poll may be demanded by not less than five members holding one-tenth of the issued capital

52 Poll to be taken within fourteen days

53 Poll will not impede other business

54 One share, one vote will apply in the poll

55 Votes may be personal or proxy

56 Proxy may vote for the insane

57 First-named joint holder should vote if more than one present

58 Voting rights not allowed if there be a call upon a share or the share not have been the present owner's for three months

59 Proxy instrument must be in writing

60 Only company members may become proxies

61 Proxy instrument must be deposited two days before the meeting

62 Proxy vote valid provided the company not aware of the principal's death

63 Resolution affecting holders of a given class of shares will be binding on all shares in that class

64 Class meetings function with a specific version of General Meeting terms, except that the quorum will comprise the holders of one-tenth of such shares and three members may demand a poll

65 There will be from three to seven directors

66 The number of directors may change by resolution

67 Continuing directors may act with full power of their numbers diminish

68 Directors may appoint someone to fill a casual vacancy or as an addition to the board within the number stipulated

69 Four to seven days notice required to propose a non-retiring director for election

70 Director to hold at least £100 in shares, to be acquired by one month after his appointment

71 General Meeting to decided remuneration of non-managing directors

72 Board to exercise all powers subject to statute, these articles or General Meeting resolutions

73 Board may establish local boards, appointing managing director(s), trustees or attorneys for foreign business, borrow, negotiate or invest money, remunerate directors for travel, dispose of profits and affix the common seal

74 Quorum of two directors

75 Chairman or two directors may summon a board meeting

76 Chairman enjoys casting vote

77 Board may elect chairman and deputy, or choose one of their number to chair meeting by default

78 Board may appoint committees

79 Committees will have at least two members

80 Acts of a board, committee or director will be deemed valid even if an individual's appointment be debateable

81 Minutes will be kept

82 A director may be disqualified for holding an office of profit, going mad, resigning or being continuously absent without consent for six months

83 A director may be involved in a contract with the company but not vote on matters pertaining to it

84 One-third of the directors will retire annually

85 Where directors are of equally seniority, a ballot will determine which of them ought to retire

86 Retiring director re-eligible

87 A like number of directors will be appointed at each General Meeting

88 Re-election will be valid even if not all places be filled

89 Board may remove a director by extraordinary resolution but appoint a substitute for his period of office by ordinary resolution

90 Every director, officer or servant will be indemnified his costs and not be liable for another's

91 Accounts will be kept

92 Non-board members may only inspect registers of members and mortgages

93 A balance sheet and profit-and-loss account will be produced for every ordinary general meeting, with a company report

94 Printed copy of balance sheet, profit-and-loss account and company report will be sent to every member seven days before a meeting

95 Annual audit

96 No director may be an auditor

97 Auditors appointed annually

98 Board to fix auditors' remuneration

99 An auditor will be re-eligible

100 Board may fill up casual vacancy in auditorship

101 If no auditor be elected, not less than five company members may apply to the Board of Trade for one

102 Auditors will enjoy access to company books and accounts

103 Auditors will report upon balance sheet and profit-and-loss account

104 Reserve fund

105 Board to recommend size of dividend

106 Profits may be distributed amongst ordinary shareholders

107 Interim dividends allowed at the Board's discretion

108 Board may deduct from a dividend whatever a member must pay in calls

109 Dividends and interest payable to members shown in register as owning shares

110 One joint holder may give receipt on behalf of all

111 No dividend may bear interest against the company

112 Notices will be served personally or by post

113 Overseas member may name a United Kingdom address

114 Postal notices deemed served on day after posted

115 First-named joint holder should receive notice

116 Dead, mad, bankrupt or legally-disabled member's trustee bound by notice

117 With an extraordinary resolution, the liquidator may dispose of assets

118 By special resolution, the liquidator may direct sale of assets' proceeds to members according to their shares

119 Member unwilling to accept wound-up shares must authorize the liquidator to sell them.

Former reference: Trade & Industry 3 (e) (part)

English