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LIMITED OOMI^A-ISrY. 
 
 V 
 
 MEMORANDUM 
 
 AND 
 
 ARTICLES OF ASSOCIATION 
 
 OF THE 
 
 LONDON AND COLONIAL BANK, 
 
 LIMITED. 
 
 LONDON : 
 PRINTED BY M, H. RICKERBY, HAND COURT, 
 
 UPPHIl TMAMKS BTllK.KT. 
 
 18G2. 
 
M 
 
 1 
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 2 
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 a 
 
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 i 
 
 LIMITED COMPANY. 
 
 MEMORANDUM OF ASSOCIATION 
 
 OF THE 
 
 f oukii m)i €Ami ^m\\\, %mtt)i. 
 
 1. The name of the Company is "The London and 
 Colonial Bank, Limited." 
 
 2. The Registered Office of the Company is to be estab- 
 lished in England. 
 
 3. The objects for whio'i the Company is established are 
 the transacting of every kind of banking business in India 
 and the colonies and dependencies of Great Britain beyond 
 the limits of the United Kingdom, including therein the 
 receiving of deposits of money, whether at interest or other- 
 wise, the advancing and lending of money on real, personal, 
 or mixed securities, on cash credit, or other accounts, on 
 policies, bonds, debentures, bills of exchange, promissory 
 notes, letters of credit, or other obligations, on rates or 
 tolls of trustees or commissioners of public docks, harbours, 
 or other public workn, or of any other body of peraous, 
 
 B 2 
 
whether corporate or otherwise, duly authorized to make 
 levy, or collect rates or tolls under the provisions of any 
 local or general Act of Parliament, or of any Act of a 
 colonial legislature or legislative council, the discounting 
 bills of exchange, promissory notes, or other obligations, the 
 advancing of money on the deposit of title-deeds, goods, wares, 
 and merchandise, bills of sale, and bills of lading, delivery 
 ordei's, warehousemen's or wharfinger's certificates and notes, 
 dock warrants, or other mercantile indicia, symbols, or 
 tokens, bullion. Government or public stocks or funds, 
 whether British, colonial, or foreign, exchequer and navy 
 bills, bank and East India stock, stocks and shares of 
 bankers, and of banking companies, of insurance companies, 
 of railway, canal, gas, and water companies, and in general 
 of all other Joint Stock companies, corporations, associa- 
 tions, and other undertakings of whatever nature or descrip- 
 tion, whether British, colonial, or foreign, annuities, produce 
 of every description, both home and foreign, materials of 
 any kind, whether raw or manufactured, and whether home 
 or foreign, and on any other property, funds, and effects of 
 whatever kind or descrii)tion ; the making of purcliasea, 
 investments, sales, or any other dealings, in any of the 
 above-named articles or securities, and the doing of all 
 matters and things which may appear to the Company to 
 be incidental or conducive to those objects. 
 4. The liability of the Shareholders ia limited, 
 fi. The nominal Capital of the Company is ,£500,000, 
 divided into 6,000 Shares o^ .£100 each, to be increased 
 from time to time if need be to an amount not exceeding 
 £5,000,000, by the creation of 45,000 additional Shares of 
 £100 each, or of such smaller number of such Shares as may 
 from time to time be deemed expedient. 
 
 We, the several persons whose names and addresses are 
 Bubscribcil, are desirous of being formed into a Company, in 
 pursuance of this Memorandum of Association ; and we 
 
 res 
 
 Cai 
 
 ♦ 
 
 Joi 
 
 Tu 
 Tii 
 
 J 01 
 
 III 
 
 Ai 
 Ei 
 
 W 
 
respectively agree to take the number of Shaves in the 
 Capital of the Company set opposite our respective names. 
 
 Names and Addresses of Subscribers. 
 
 J oils Beiinard Locke, 19, t:^t James' Terrace, 
 Southgato Eoad, in the County of Middle- 
 sex, Geutloman Twenty 
 
 TiioMxVS Walker, 1, Elm Court, Temple, in the 
 
 City of London, Barrister-at-Law Twenty 
 
 Thomas Campbell, 5, Westbourne Street, Hyde 
 Purk Car dens, in the County of Middlesex, 
 Esquire Twenty 
 
 John Geary, of Hyde Side, Edmonton, in the 
 
 County of Middlesex, Esquire Twenty 
 
 Henry Chatteris, of 5, Lothbury, in the City 
 
 of London, A ccountant Twenty 
 
 Alexander Daluymple, 2G, New Broad Street, 
 
 in the City of London, Merchant i Twenty 
 
 Edward I'inder, 9, Oakley Terrace, S. E., in ! 
 
 the County of Surrey, Doctor of Medicine . j Twenty 
 
 Dated the Mth day of March, 18G2. 
 
 Witiiess to the above Signatures, 
 
 BENJAMIN HENDERSON, 
 
 No, 1, Spencer Villas, WesthiU Road, Wands ivorth, 
 
 in the County of Surrey, Gentleman. 
 
 No. of 
 
 Shares 
 
 tiiken by 
 
 Subscribers. 
 
«' 
 
 '* 
 
LIMITED COMPANY. 
 
 ARTICLES OF ASSOCIATION 
 
 OF THB 
 
 f onbon anb €M^\ ^anli, 3mM, 
 
 I 
 
 It is Agreed as follows : — 
 
 1. The Regulations contained in the Table marked B, in Table b of Joint 
 
 stock Gompanies 
 
 the Schedule to "The Joint Stock Companies Act, 1856," Act. 1 856, not to 
 
 apply, 
 or any of them, shall not apply to this Company. 
 
 I.— INTERPRETATION. 
 
 2. In the interpretation of these presents, the following interpretation 
 words and expressions have the following meanings, unless 
 excluded by the subject or context : — 
 
 The " Company" means The London and Colonial company. 
 Bank, Limited. 
 
 The "Statutes" means and includes "The Joint Stock statute. 
 Banking Companies Act, 1857," and the Acts incor- 
 porated therewith, and any and every other Act 
 from time to time in force concerning Joint Stock 
 Banking Companies with limited liability, and neces- 
 sarily affecting the Company. 
 
 •'These Presents" means and includes these Articles of Thcs pKecnti. 
 Association, and the Regulations of the Compaiiy 
 from time to time in fofce. 
 
8 
 
 
 Special Reso* 
 lution. 
 
 Capital. 
 Siiarei. 
 
 Sbarcbolden. 
 Directors. 
 
 Auditurs. 
 
 SocieUiry, 
 
 Ordinary 
 Meutin:'. 
 
 Extraordiuury 
 Meeting. 
 
 Meeting. 
 Office, 
 
 Soivl, 
 
 Monti). 
 Hlngulnr number, 
 
 riurni miinbor. 
 OenJer. 
 
 "Special Resolutiou" meaus a Special Kesolution of the 
 Company passed in accordance with Section 34 of 
 the Joint Stock Companies Act, 1856. 
 "Capital" means the Capital from time to time of the 
 
 Company. 
 " Shares " means the Shares from time to time of the 
 Capital. 
 
 " Shareholders " means the duly Registered holders from 
 time to time of the Shares of the Company. 
 
 " Directors " means the Directors from time to time of the 
 Company, or, as the case may be, the Directors assem- 
 bled at a Board. 
 
 " Auditors" and " Secretary" mean those respective officers 
 from time to time of the Company. 
 
 " Ordinary Meeting " means an Ordinary Meeting of the 
 Shareholders of tlio Company duly called and con- 
 stituted, and any adjourned holding tliei'eof. 
 
 " Extraoi'dinary Meeting" means uu Extraordinary Meet- 
 ing of the Slmi-ehoklei's of the Comj)any duly culled 
 and constituted, and any adjourned holding thereof. 
 
 *' Meeting " means a jMeotiug of Shareholders, and any 
 adjourned holding thereof. 
 
 " Office " means the Registered Office from time to time 
 of the Company. 
 
 •* Seal " means who Common Seal from time to time of the 
 Company. 
 
 "Month" means calendar month. 
 
 Words importing the singular number only, include the 
 plural number. 
 
 Wordn importing the [)hiral number only, include the 
 singular immber. 
 
 Words importing the musculino gender only, include the 
 feminine gender. 
 
9 
 
 IL- CONSTITUTION. 
 
 3. The following shall h^ the Eegulations of the Company, SSfpS"°° °' 
 but subject to repeal and alteration as provided by these 
 presents. 
 
 III.— BUSINEtSKS. 
 
 4. The business of the Company shall include the several BusineM. 
 objects expressed in the Memorandum of Association, and 
 
 all matters which from time to time appear to the Directors 
 to be expedient for attaining those objects. 
 
 5. The business shall be carried on by or under the Managcmont. 
 management of the Directors, subject only to such control 
 
 of Meetings as is provided for by thei. presents. 
 
 (J. The head Office of the Company shall bo in the City Places of bu«i- 
 of London ; and the business of the Company shall be 
 carried on at such i)laco or places, part or parts in India, 
 and within any of the colonics and dependencies of Great 
 Britain beyond the limits of the United Kingdom, as the 
 Board may from time to time deem advisable. 
 
 IV.— CAPITAL. 
 
 7. The Board may from time to time increase the exist- incrwwoof 
 ing Ca]»iLal to any amount, not exceeding f.*), 000,000, by the 
 creation <»f any number of new Shares of .tlOO each, not 
 excoodlng ir>,()0() in tlio whole, ui)on such terms, and either 
 
 with or without preference or priority as regards dividends 
 or otherwise, over the Hhares in the then existing Capital, 
 as the Directors deem expedient. 
 
 8. Trovided that no resolution of the Directors for the tonnnnmion of 
 
 Hhiiruliiildtiii In 
 
 creation of any new Shares beyond 5,000, or for the creation •pociiuucMci. 
 of any new Hhiirea whatevei", upi»n any terms other than 
 those on which the 5,000 Shares mentioned in the fifth 
 Article of the Momorandnm of Association Imv*' been issued, 
 
Directors to carry 
 Reiolutiou into 
 effect. 
 
 
 lucreoseJ Civi'ital 
 Bul>Ject to thcBO 
 preaentfl. 
 
 10 
 
 shall be valid, until it shall have been ratified and confirmed 
 by a resolution passod by the Shareholders present, personally 
 or by proxy, at a Meeting convened for that purpose, and 
 at which there shall be present personally thirty or more 
 persons who have been Shareholders for at least three months 
 next previous to such Meeting. 
 
 9. Whenever it has been duly resolved to increase the 
 Capital, the Directors shall carry the resolution into effect 
 in such manner as they deem most expedient, subject, never- 
 theless, to the provisions of the statutes and these presents, 
 and to any special directions (if any) given in reference 
 thereto by the Meeting at which the resolution of the Board 
 may have been ratified and confirmed as aforesaid. 
 
 10. Any Capital so created shall, except so far as is other- 
 wise directed by any such special direction, be subject to 
 these presents, in the same manner as if it had been part of 
 the Original Capital. 
 
 v.— SHARES. 
 
 Aooopt&Dco of 
 Shares. 
 
 SharohoUcri 
 onlltlwl to 
 CurllHcitte. 
 
 Il 
 
 ni<iii)W'iviiufc«iii- 
 
 tloale. 
 
 11. An application for Shares in the Company, signed by 
 or on behalf of the npplicant, and followed by an allotment 
 of any Shares thereon, shall bo deemed to be an acceptance 
 of such Shares within the moaning of these Articles, en- 
 titling the Company to jjlaco the name of the allottee on 
 the itcgister of Sharoholdors in respect thereof ; and every 
 person who thus or otherwise accepts any Share, and whoso 
 name is on tho Ilegistcr of Shareholders, shall, for tho purpose 
 of these Vrticlos, be a Shareholder. 
 
 12. KiVery Shai'choldor shiill, on payment of such sum, 
 not exceeding one shilling, as the Board from time to tiiiio 
 proscribe, bo entitled Lo a Certificate, under tho (\)nnnou 
 Heal of the (Jomi)any, specifying tho Share or Shares held 
 by him, and tho amount pnid thereon. 
 
 13. If any such Certificate bo worn out or lost, it may bo 
 renewed on uaymeut uf gugh Mum. ii.jf exceeding 2st, Cd>, an 
 
11 
 
 h e Board from time t . Mme prescribe, provided such evi- 
 dence as the Board deom reasonable be afforded of the 
 title of the party applying for the renewal. 
 
 14. The Company shall have a first and permanent lien 
 upon all Shares of any Shareholder for all moneys due to 
 the Company from him alone, or jointly with any other 
 person j and where a Share is held by more persons than 
 one, the Company shall have such lien thereon in i-espect 
 of all moneys so due to them from all or any of the holders 
 thereof. 
 
 16. If any Share shall stand in the names of two or more 
 persons, the person first named in the Register may, at the 
 option of the Board, be, as regards voting at Meetings, 
 receipt of dividends, services of notices, and all or any other 
 mattei's connected with the Company, except the transfer of 
 the Share, bo doomed the solo holder thereof. 
 
 16. No Share shall bo sub-divided. 
 
 17. The (Company shall not bo bound by nor recognise 
 any otpiitable contingent, future, or partial interest in any 
 Share, nor (excoitt only an is by those presents otherwise ex- 
 pressly providi'd) any other right in respect of a Share than an 
 absolute right thereto in iiccordanco with these presents in the 
 person from time to time registered as the holder thereof 
 
 18. No Shareholder who shall change his name or phico 
 of abode, or, being a female, shall marry, and no liusband of 
 any such last-men tioncd Shareholder, shall bu entitled to 
 recover any dividend, or to vote, until notice of the change 
 of name, or abode, or marriage, bo given to the Company, 
 in order to ith being registered. 
 
 19. The Board may from time to tinu', out of any of the 
 I'unds of tlie (-ompany, purchase Shart>8 from persona willing 
 to sell them, and nuiy from time to time sell or reissue all 
 or any of such Shares to such persons and upon such teinis 
 as they shall think fit. Provided always, that until such 
 Shares are sold or ro*is8ued as aforesaid, they shall not be 
 
 Company to bare 
 a lien upon 
 Sbarea. 
 
 Fint-namcd 
 of Joint lioltten 
 deemed boIo 
 bolder. 
 
 No Share tu I o 
 ■ub-diTidod. 
 
 Company not 
 bound by equit- 
 able liitereHt in 
 Sbares. 
 
 Shareholiicri l>i 
 give notice of 
 clianKO of name, 
 M liddreu, or 
 marriiigc. 
 
 Iloiini limy pur- 
 vUnm itud «vil 
 Slinrcp. 
 
12 
 
 reckoned as Shares in respect of which any dividend or bonus 
 shall be payable or receivable. 
 
 VI.— TRANSFER AND TRANSMISSION OF 
 
 SHARES. 
 
 Begister of Trans- 
 fers. 
 
 hh 
 
 Closiug of Trans- 
 fer Douks. 
 
 Company mny 
 refuse to roi^istcr 
 Trnnsfers. 
 
 Tiilo to Slmrcs of 
 dcooaeod liolUvrs. 
 
 filiarchoMers hy 
 opurallon tif law 
 may hu ro;il»tcri J, 
 or nonilnatu 
 otlicrs. 
 
 Tnuiifor to bQ 
 cxooutwl lo 
 
 DOUllUttO. 
 
 20. The Company shall keej) a book, to bo called the 
 *' Register of Transfers," and therein shall be fairly and 
 diotiuctly entered the particulars of every transfer or trans- 
 mission of any Share, and the book shall bo from time to 
 time authenticated by having the seal affixed thereto at a 
 (.Toucral Meeting. 
 
 !il. The Transfer Books shall be closed durini' the four- 
 teen days immediately preceding each Meeting. 
 
 22. The Company may decline to register any transfer of 
 Shares whilst the Shareholder making the same is either 
 alone, or jointly with any other person, indebted to the 
 Com]iany on any account whatsoever, or unless the trans- 
 feree is approved by the Board. 
 
 l^']. The executors or administrators of a deceased Share- 
 holder shall be the only persons recognised by the Company 
 as having any title to his Shares. 
 
 21. Any person becoming intoroatod in a Share in C(»n- 
 sequenco of the death, bankruptcy, or insolvency of any 
 Shareholder, or the marriiigo of any female Shareholder, or 
 by any lawful means other than by a transfer or deed, in 
 accoi'dance with these presents, may, ui)on producing such 
 Ci'idenco as the Board think suflicicnt. either bo registered 
 iiimsilf as the holder of the Share, or elect to have some 
 person nominated by him, and approved by the Board, regis- 
 tered BM HtK'h holder. 
 
 23. rn)vided, neverihelosa, that if ho shall elect to Imvo 
 liis nominee registered, he shall testify the election by exo- 
 cuting to his nominee a deed of transfer of the Share, and 
 until ho do so, ho shall not be freed from any liability in 
 respect of the Share. 
 
 »>t 
 
18 
 
 r bouus 
 
 2G. Every transfer of a Share by deed shall be In such form ^'om of tramrfer 
 
 •^ " and erldenoe of 
 
 as the Board from time to time lawfully approve, and shall '^''«- 
 be presented to the Company, accompanied by such evidence 
 as the Board may require to prove the title of the transferor. 
 
 27. Every transmission of a Share shall be verified in such TranimiMion of 
 
 *' Shares to be 
 
 a manner as the Board require, and the Company may refuse 'ermed. 
 to register any such transmission until the same be so 
 verified. 
 
 28. There shall be paid, in respect of the transfer or trans- 
 mission of any number of Shares to the same party, such sura 
 of money, not exceeding 10s., as the Company may from time 
 to time prescribe. 
 
 Fees on transfer 
 or trausmiasloD. 
 
 VII.— CALLS. 
 
 29. The Board may from time to time, but subject to the 
 conditions hereinafter mentioned, make such Calls upon the 
 Shareholders in respect of all moneys unpaid on their Shares 
 ai the Board think fit ; and every Shareholder shall be 
 liable to pay the amount of evciy Cull to the persons and at 
 the time and jdaco appointed by the Board. 
 
 30. Twenty-one days notice at the least shall be given of 
 the time and i)lace appointed by the Board for the payment 
 of every Call. 
 
 31. No Call shall be made until the expiration of two 
 months from the incorporation ot the Company, nor shall 
 any Cull cvcecd .£10 per Slmre, and at least two months 
 shall ititervono between the time appointed for the pay- 
 ment of two successive Culls, 
 
 3i'. A Call shall bo deemed to have been nuido at the time 
 when the resolution authorizing the Call was j)aHS('d, but no 
 ( 'ill! shuU be made beyond tlie anumnt of i'2.'"> per Share 
 except by a resolution passed by thiee -fourths of the ])irec- 
 tors, and conlii'mod by another resolution passed by a nuijority 
 of the Direotvio prsseat at tho next Moetiug of the Board. 
 
 Board mftv make 
 Calls. 
 
 Twenty-ono days 
 noticu of Call to 
 be ylven. 
 
 Amount of Calls 
 and intorTal bo* 
 (ween each. 
 
 Son Speck Reso> 
 lutioD. 
 
 Cull deemed to 
 liHvn I uun iiiiide 
 when KeFolutlou 
 jiiiMi'd Auto 
 Oulls lioyoiid 
 £iS |)vr Share. 
 
u 
 
 Intomi pftjTftble 
 on Oalla in arreu 
 
 :ii 
 
 Board may re- 
 ceire to the 
 amount of £iB 
 per Share in anti- 
 cipation of Calls, 
 and may allow 
 interest thereon. 
 
 Proviso for re- 
 payment of such 
 amount, if rule 
 of interoat pay- 
 able thereon ap- 
 pears to the 
 Doard to bo ex- " 
 cesslre. 
 
 33. If auy Shareholder fail to pay any Call dae from 
 him ou the day appointed for payment thereof, he shall be 
 liable to pay interest for the same at the rate of £5 per 
 centum per annum (or at such higher or lower rate as 
 the Board from time to time determine) from the day 
 appointed for the payment thereof to the time of actual 
 payment. 
 
 34. The Board may, if they think fit, receive from any of 
 the Shareholders willing to advance the same, to the extent 
 of £25 per share, all or any part of the amounts of their 
 respective Shares beyond the sums actually called for, and 
 upon the moneys so paid in advance, or upon so much 
 thereof as from time to time and at any time thereafter 
 exceeds the amount of the Calls then made upon and due 
 in respect of the Shares ou account of which such advances 
 are made, the Board may pay or allow interest at such rate, 
 as the Shareholder paying the same in advance and the 
 Board agree upon. Provided always, that if at any time 
 after the payment of any such moneys so paid in advance the 
 rate of interest agreed to be paid to auy such Shareholder 
 appears to the Board to be excessive, it shall be lawful for 
 the Board from time to time to repay to such Shareholder 
 so much of such moneys as shall then exceed the amount of 
 the Calls made upon such Shares, unless there be an express 
 agreement to the coutraiy ; and after such repayment, such 
 Shareholder shall be liable to pay and such Shares sliuU be 
 charged with the payment of nil future Calls, as if no such 
 advance had been made. 
 
 gethei 
 
 Com 
 
 VIIT.— FORFEITURE OF SHARES. 
 
 W- 
 
 Votioamnybe 3fi. If any Shareholder shall fail to pay any Call due 
 
 Klrrn to Hharo- '' i J J 
 
 hoidors f.iiiinK to from liiiu OU the appointed day, the Board may at any time 
 
 qiiiriiia thrm to thereafter, during such time as the Call remains unpaid, 
 
 pay the miiio » o I > 
 
 withintorMt serve a notice on him requiring him to pay the Call, to- 
 
 h\ 
 
 t 
 
 t 
 
16 
 
 gether with any interest accrued due thereon by reason of 
 non-payment as aforesaid. 
 
 3G. The notice shall name a day (not being less than 
 fourteen days from the date of the notice) and a place or 
 places on and at which the Call and interest are to be paid, 
 and the notice shall also state that in the event of the non- 
 payment of such Call and interest at the time and place 
 appointed, the Share in respect of which the Call was made 
 will be liable to be forfeited. 
 
 37. If the requisitions of any such notice shall not be 
 complied with, every or any Share in respect of which the 
 notice is given may be forfeited by a resolution of the 
 Board to that effect. 
 
 38. When any Share is so declared to be forfeited, notice 
 of the forfeiture shall be given to the holder of the Share, 
 and an entry of the forfeiture with the date thereof shall 
 forthwith be made in the register. 
 
 39. Every Share which shall bo forfeited shall thereupon 
 be the property of the Company, and may be sold, re- 
 allotted, or otherwise disposed of, either to the original 
 holder thereof, or to any other person, upon such terms and 
 in such manner as the Board think fit. 
 
 40. Any Shareholder whose Shares shall be forfeited 
 shall, notwithstanding the foi'foiture, be liable to pay to the 
 Company all Calls owing upon the Shares at the time of 
 forfeiture, and the interest (if any) thereon. 
 
 41. The forfoituro of a Share shall involve the extinction 
 at the time of the forfoitiiro of all interest in all claims and 
 demjuuls against the Company in respect of the Share and all 
 other rights incident to the Share, except only such of those 
 rights as by these presents are expressly saved. 
 
 •i2. The forfeiture of a Share shall not prejudice the right 
 to any dividend already declared tlioveon. 
 
 43. A certificate in writing under the hands and seals of 
 two Directors, and countersigned by the Secretary, that a 
 Share has been duly forfeited in pursuance of these presents, 
 
 Notice to fix t[me 
 and plaoe for 
 payment. 
 
 If requlsitioDi of 
 notices not com- 
 piled with, Hbares 
 may be forfeited, 
 
 Notice of forfei- 
 ture to be plven 
 to Sharebolderii, 
 and entry to be 
 made in register. 
 
 Forfeited Shares 
 to be property of 
 Company, and 
 may bo dlspoRod 
 of as Board thinic 
 fit. 
 
 Shareholder liable 
 to pay Calls and 
 interest due at 
 time of forfeiture, 
 
 Forfeiture of 
 Sliaro to oxtin- 
 KuIhIi all clalniR on 
 the Company In 
 rospoot titereof. 
 
 Forfeiture not to 
 pri'Judli e rlxht to 
 dlvkltind already 
 duclared. 
 Ci-rtlllnito of 
 Dirui tors conclu- 
 M'"' cvlili'iico of 
 furfuituiu, 
 
l»f 
 
 16 
 
 Directors may 
 accept surrender 
 and forfeiture of 
 Bharea. 
 
 and stating the time when it was forfeited, shall be conclu- 
 sive evidence of such forfeiture, and an entry of every such 
 certificate shall be made in the Minutes of the proceedings 
 of the Directors. 
 
 44. The Directors may at any time accept the surrender 
 and forfeiture of any Shares from or by any Bhareholder 
 desirous of surrendering and forfeiting them on such terms 
 as the Directors may think fit. 
 
 IX.— MEETINGS OF SHAREHOLDERS. 
 
 First Ordinary 
 Meeting. 
 
 m 
 
 Subsequent Ordi- 
 nary Meetings. 
 
 Extraordinary 
 Meetings. 
 
 Requlaitlon by 
 ShurehoMers to 
 ex|ireM ubjuctof 
 Meeting', and to 
 bo left at taa 
 Ufflco. 
 
 On receiiit of re- 
 quliilion, Dlreo- 
 tors to cuuvono 
 Meeting, and in 
 default uf doing 
 so for one mouth, 
 Hharuholilurs may 
 conTene It. 
 Nu Ketolutlon of 
 McctliiK couTcnod 
 t)y ruquiiiitloDiiils 
 Muillug until 
 C('nflriiied by 
 eccoud Meeting. 
 
 45. The first Ordinary Meeting of the Company shall be 
 held at such time within twelve months after the com- 
 mencement of the business of the Company, and at such 
 place as the Board may determine. 
 
 4G. Subsequent Ordinary Meetings shall be held once in 
 every half year, at such time and ])lace as the Directors from 
 time to time determine, provided that one of such Meetings 
 shall be held in the month of September or October of each 
 year. 
 
 47. The Directors may, whenever they think fit, call 
 an Exti-aordinary Meeting, and they shall do so upon a 
 requisition in writing by twenty or more Shareholders, hold- 
 ing in the aggregate not less than 1,000 Shares. 
 
 48. Any requisition so made by Shareholders shall express 
 the object of the Meeting proposed to bo called, and shall be 
 left at the Registered Office of the Company. 
 
 49. Upon the receipt of any such requisition, the Direc- 
 tors shall forthwith convene an Exti'aordinary Meeting, and 
 if they neglect to do so for one month from the leaving of 
 the requisition, the requisitionists may themselves convene 
 the Meeting. Provided abvays, that no resolution passed 
 at any Mooting convened by requisitiouists, as aforesaid, 
 shall bo binding on the Company, unless and until the 
 
 (xiluo OQ vQauiiiiou uy tx 
 
 second Extruurdiuary Meeting 
 
17 
 
 convened for the purpose by the Chairman of such Extra- 
 ordinary Meeting upon fourteen days notice at the least . 
 
 50. The Company may from time to time, by resohition 
 passed by at least three-fourths of the votes of the Share- 
 holders present, personally or by proxy, at any Extraordinary 
 Meeting, repeal, alter, or make new provisions in lieu of or 
 in addition to any regulations of the Company, whether 
 contained in the Articles of Association or not. 
 
 51. Fourteen days notice at least of every Meeting, speci- 
 fying the place, time, and hour of meeting, and tho objects 
 and business of the Meeting, shall, in the discretion of tho 
 Directors, be given, either by advertisement, or by notice 
 sent by post, or otherwise, to the registered address of every 
 Shareholder whoso registered address is in the United King- 
 dom, or, if tho .Directors think fit, both by advertisement 
 and by notice, as aforesaid, and no business other than such 
 as is specified in such notice shall be transacted thereat. 
 
 52. Every sucli notice (except as aforesaid) shall be signed 
 by the Secretary, or by such other officer as the Directors 
 may ap]>oint, except in the case of a Meeting convened by 
 Shareholders, in accordance with these jiresents, in which 
 case the notice may be signed by the Shareholders convening 
 tho same, or by any twenty or more of them. 
 
 63. Tho omission to give any such notice to any of the 
 Sliareholders, if tho notice has been previously advertised, 
 shall not iu'\alidatc any resolution passed at any such 
 Meeting. 
 
 54. Except as otherwise provided by these presents, no 
 business Khali be transacted at any General Meeting unless 
 there shall bo personally jiresont at tho commencement of 
 the business twenty or more Shareholders. 
 
 55. If, at tho expiration of one half-hour from the time 
 appointed for the Meeting, the I'equired number of Share- 
 holders shall not bo present, tho Meeting, if convened upon 
 tho requisition of Shareholders, shall bo dissolved, but in 
 atiy other cufio it may bo adjourned to suuh time on tho 
 
 Regulations of 
 Company may be 
 altered by Reso- 
 tion passed by 
 three fourths of 
 votes of Share- 
 holders at Ex- 
 traordinary 
 Meeting. 
 
 Fourteen days 
 notice of Meeting 
 to be givea. 
 
 By whom notice 
 to be signed. 
 
 Omission to qIto 
 notice nottoiava- 
 lidato resolution 
 passed at Meeting', 
 
 No business to 
 be transnct'.'d 
 unless twenty 
 Bhareholden 
 prcfcnt. 
 
 If required num- 
 ber not present, 
 MuctiuK didsulvod 
 it' culled hy Sharo- 
 holdirs, but lu 
 any other case 
 may be adjourned 
 
I! 
 
 '■!:> 
 
 ni! 
 
 Adjourned Meet- 
 ing muy decide 
 matters which 
 could have been 
 disposed of at 
 original Meeting, 
 
 Ohairman of 
 Directors to be 
 Clmirman of 
 Meetings, or in 
 his absence any 
 other Director. 
 
 If Chair not 
 taken by a Direc- 
 tor, Shareholders 
 may choose a 
 Chair lu an, 
 
 Chairman with 
 consent may ad- 
 journ Meeting. 
 
 Motions to be 
 decided in tlie 
 first iiiRtance by 
 show of bunds. 
 CbHirman to hare 
 casting vole. 
 
 Chairman's de- 
 duration that a 
 ResoKtion has 
 betn carried con- 
 clusive, UIlloHB 
 
 poll duiimnded 
 by ten Hliaro- 
 bolden. 
 
 IB 
 
 same or ou any other day, and to such place, as the Share- 
 holders present at the expiration of the half -hour determine 
 
 56. At any adjourned Meeting the Shareholders present, 
 whatever their number or the amount of the Shares held by 
 them, shall have power to decide upon all mat*;er8 which 
 could properly have been disposed of at the Meeting from 
 which the adjournment took place, in case a sufficient num- 
 ber of Shareholdex's had been present thereat. 
 
 57. The Chairman (if any) of the Board of Directors shall 
 preside as Chairman at. every Meeting, but if there is no such 
 Chairman, or if at any Meeting he shall not be present at 
 the time for holding the same, or shall be unwilling to act 
 as Chairman of the Meeting, the Directors, if any be present, 
 shall choose one of their own number to be Chairman of the 
 Meeting. 
 
 58. If at any Meeting twenty Shareholders shall be pre- 
 sent, and the Chair shall not be taken by the Chairman of 
 the Board, or by a Director, at the expiration of half-au-hour 
 from tlie time appointed for holding the Meeting, or if before 
 the expiration of that time all the Directors shall decline to 
 take the Chair, the Shareholders present shall choose one of 
 their own number to bo Chairman of the Meeting. 
 
 69. The Chairman, with the consent of the Meeting, may 
 adjourn any Meeting from time to time and from place to 
 place, but no business shall bo transacted at any adjourned 
 Meeting other than the business left unfinished at the Meet- 
 ing from which the adjournment took place. 
 
 GO. Every motion submitted to a Meeting shall be decided 
 in the first instance by a show of hands, and in the case of 
 an equality of votes, the Chairman shall, both on the show 
 of hands and at the poll, have a casting vote in addition to 
 his own vote. 
 
 61. A declaration by the Chairman of any Meeting that a 
 Resolution has been carried thereat upon a show of lianda 
 shall be conclusive, and an entry to that effect in the Book 
 of Proceedings of the Company shall be sumcient evidence of 
 
le Share- 
 etermine 
 3 preseut, 
 s held by 
 era whicli 
 ting from 
 ent num- 
 
 !tors shall 
 s no such 
 resent at 
 ing to act 
 e present, 
 lan of the 
 
 19 
 
 that fact, without proof of the number or proportion of the 
 votes recorded in favour of or against such Resolution, unless 
 immediately on such declaration a poll shall be demanded 
 in writing by at least ten Shareholders present, and entitled 
 to vote at such Meeting. 
 
 62. If a poll be duly demanded, the same shall be taken PoU, whende- 
 
 . , . , J 1 • 1 1 • 1 mandeil, to be 
 
 at such time and place, and either by open voting or by taken at such 
 
 time, dtc, as 
 
 ballot, as the Chairman shall direct, and the result of the poll chairman directs, 
 shall be deemed to be the resolution of the Meeting at which 
 the poll was demanded. 
 
 63. The proceedings at any Meeting, duly called and ofduT'^oMti*"" 
 constituted, and all resolutions and decisions of such Meet- lf''^,l!?®'^'n^* 
 
 ' bmuing on Uoui* 
 
 ing, shall be valid and binding on the Company. p*"^- 
 
 11 be pre- 
 airman of 
 f-an-hour 
 V ii' before 
 iediue to 
 )se one of 
 
 iing, may 
 I place to 
 djourned 
 he Meot- 
 
 9 decided 
 le case of 
 ;he show 
 dition to 
 
 ig that a 
 of hands 
 ho Book 
 lueuce of 
 
 X.—VOTES OF SHAREHOLDERS. 
 
 64. Every Shareholder who has been duly registered for 
 six months previous to any Meeting shall bo entitled to 
 vote at such Meeting, and shall have one voto in respect of 
 each and every Share held by him, provided that no single 
 Shai'cholder shall have more than 100 votes. 
 
 65. If any Shareholder shall bo a lunatic, idiot, or non 
 compos mentis, he may voto by his Committee, curator bonis, 
 or other legal curator, and if any Shareholder shall be a 
 minor, he may vote by his guardian, tutor, or curator, 
 or any one of his guardians, tutors, or curators, if more 
 than one. 
 
 66. No Sharoholdin- whall be entitled to vote at any 
 Meeting in respect of any Share held by him alone or 
 jointly whilst any Call duo from him alone or jointly 
 i-emains unpaid. 
 
 67. Votes may bo given either personally or by proxy, 
 but every proxy shall be appointed in writing under the 
 hand of tho ajjpoiutor, or under the common seal oi any 
 
 Shareholders en- 
 titled to one Tots 
 for every Share 
 not exceeding 100 
 in the whole. 
 
 A Shareholder 
 who is a lunatic, 
 &e., may vote by 
 his Committee, 
 &o., and an>inor 
 by his guardian, 
 &0, 
 
 No Shareholder 
 to vote whilst 
 any Oall is 
 unpaid. 
 
 Votes may be 
 given iKnonally 
 or by jiroxy 
 appointed in 
 writing. 
 
 
 C-orporanuu wiio may 
 
 be the appointor, 
 
 c 2 
 

 N ,. tmon to a« 
 
 asproT ' "«u 
 
 Shareb . ud 
 
 qualified < .uto, 
 
 and his n loiut- 
 
 ni«iii ii sited at 
 
 tt:' "i r-o 
 
 ^ No person shall act as proxy unless at the time of 
 appoxiui'ient ho is a Sharehol'ler, and qualified to vote as 
 such, nor uulesci tlie iiistrumuut u( his appointment shall bo 
 deposited at the Office at least three clear days before the 
 time for holding the Meetinnj at which he proposes to vote. 
 
 II 
 
 First Directors to 
 be appointed by 
 Subscribers to 
 Memorandum. 
 
 Until Directors 
 appointed, Sub- 
 scribers to Memo- 
 randum to be 
 Directors, after 
 Bucbappuiiitmcnt 
 all future Direc- 
 tors until second 
 Meeting, to be 
 appointed by the 
 Board. 
 
 First Directors to 
 continue in otUce 
 until Meeting in 
 H ptember cr 
 October, 1603. 
 
 See Spedul Hosn- 
 lutlou. 
 
 Board may boforo 
 second Ordinary 
 Meetint! supply 
 vncancic!: and add 
 t" their number. 
 After that Meet- 
 in){ no ciisual 
 Vacaiu-y to be 
 filleil up until 
 number reduced 
 below twelvo. 
 
 XI.— DIRECTORS. 
 
 60. The first Directors shall be appointed by the Sub- 
 scribers of the Memorandum of Association, or by a majority 
 of those who may bo i^rosont at a Meeting consisting of not 
 less than four. The Chairman of such Meeting shall have a 
 casting vote in addition to his own vote. 
 
 70. Until such Directors ai'e appointed as aforesaid, tlie 
 Subscribers of the Memorandum of Association shall be 
 deemed to be Directors ; and they, or any three of them present 
 at a Meeting of such Subscribers, shall exercise all the powers 
 of Directors. But immediately upon such appointment, 
 they, or such of them as are iv>b appointed Directors, shall 
 cease to have any power un('er these presents, and all future 
 Directors until the second Ordinary Meeting shall be ap- 
 pointed by the Board. 
 
 71. The first Directors, and any other Directors ap- 
 pointed by the Board, shall continue in office until the 
 firdt Ordinary Mteting of the Company in the month of 
 September or October, 18G3, and until others are appointed, 
 as hereinafter is mentioned 
 
 72. The Board shall have T^'^wer at anytime "v i f.^'n 
 time to time before the second Ordinary Meetin •^tppi/ 
 any vacancies in their number arising from death, resigna- 
 tion, or otherwise, and also to add to their number such 
 uJ-^-'tronal Directors as they think fit, so as at the time of 
 holdi ■ M-^li I^leeting the number of Directors shall not 
 excfAfl '^irty ; li,ut after the second Ordinary Meeting no 
 vacvncy .^ xc^pt such .?s shall be caused by a Director re- 
 tiring in rotation) sliall bo filled up until the number of 
 
the time of 
 to vote as 
 mt shall bo 
 i before the 
 es to vote. 
 
 r the Sub- 
 a majority 
 ting of not 
 hall have a 
 
 iresaid, tlxo 
 1 shall be 
 em present 
 thejoowers 
 jointmenfc, 
 3 tors, shall 
 all future 
 lall be ap- 
 
 'ctors ap- 
 until the 
 month of 
 ppointcd, 
 
 , resign a- 
 I'cr such 
 3 time of 
 ihall not 
 liting no 
 octor re- 
 
 
 such time as 
 vacating ])irec- 
 
 21 
 
 Directors shall be reduced below twelve, and from and after 
 that event the maximum number oi Directors shall be 
 twelve. 
 
 73. Any casual vacancy occurring in the number of Casual vacancies 
 
 suhsi-quont to 
 
 Directory subsequent to the second Ordinary Meeting, and o«c..i) i orrUnnry 
 
 ^ J oi Moctiii- 1(. be 
 
 after such number shall have been reduced below twelve as *"«<i "p *>y ^ 
 
 linaru, sui'jeot 
 
 last aforesaid, oiay be filled up by the Board, subject to the J;; ^[''JXlrJ 
 
 appro". ^ >>t' tlionext Ordinary Meeting j but any person 
 
 so ;l!osen stidi retain his office so long only as the vacating tors midu have 
 
 Dhi-.-'t)! would have retained the same if no vacancy had retained office. 
 
 cocurred. 
 
 74. The Board, subject to the approval of a Meeting, may After second or- 
 
 . . . , , diniiry Meeting, 
 
 from time to time, at any time subsequent to the second Board i. ay in- 
 crease cr reduce 
 Ordinary Meeting, and after the number of Directors shall the number of 
 
 ■^ ° _ Director v.tliin 
 
 have been reduced below twelve as hereinbefore is mentioned, certain i .its, 
 
 and detei mine 
 
 increase or reduce the number of Directors, provided that tiieir rotation of 
 
 ^ office. 
 
 the number shall in no case be less than six nor greater 
 than twelve, and they may also determine in what rotation 
 such increased or reduced number shall go out of office. 
 
 75. At the second Ordinary Meeting, and at the Ordinaiy Three Directors to 
 
 retire aunually. 
 
 Meeting in the month of September or October in every 
 subsequent year, three of the Directors, for the time being, 
 shall retire from office, but shall be eligible for re-elec- 
 tion. 
 
 7G. The Directors to retire from office at the second First Directors to 
 
 HT • 111 1 IT-.' 1 • retire IVion otflce 
 
 Ordinary Meeting shall, unless the Directors otherwise to to determined 
 
 by ballot ; iifter- 
 
 arrango among themselves, be determined by ballot. In wards, three who 
 
 have been longest 
 
 ov*^;ry subsequent year the three of the Directors who retire '"^ »"'<=*' ^'>"" 
 
 ■' 1 ./ retire annually. 
 
 shall consist of those who have been longest in office. 
 
 77. In case any question shall arise as to which of the letiremmitof 
 
 -,,. Ill I, ..«,,,, Dirt'Clors who 
 
 Directors who have been the same tune in office shall have been some 
 
 tiino ill office to 
 
 I'etire, it shall be decided by the Directors by ballot. be decided by 
 
 . ■• , •' ballot. 
 
 78. No person not being a Director at the time of the Quaiitication of 
 second Ordinal y Meeting, shall be eligible to the oiHce of roinied aucr 
 
 ■f-v- i 1111111 i» r, second OrJinnry 
 
 Director unless he be the holder of at least forty Shares, Meeting. 
 
 and shall have hold the Sliarcs at least three mouth.g next Se? st.coifti Re«o. 
 
 lutlon. 
 
III! 
 
 >ti 
 
 If no cloction 
 takes place, Meet- 
 in;? to stand ad- 
 journed , ifnono 
 at adjourned 
 Meetin).', retiring 
 Directors to con- 
 tinue ia offlco. 
 
 Rcsl.'nution of 
 Diroctorp. 
 
 llemuncration of 
 Directors. 
 
 Bee fpocial Ueso- 
 lutlou. 
 
 Directors' remu- 
 nor.'itiiin to 1)0 
 divided according 
 to number of 
 attendance). 
 
 "12 
 
 preceding the day of election, nor unless he shall have 
 given to the Company notice in writing of his willingness 
 to be elected at least ten days and not more than three 
 months previous to the day of election. Provided always, 
 that any Director retiring by rotation shall be deemed will- 
 ing and eligible to be re-elected without such notice, 
 unless he shall have given to the Company notice in 
 writing of a contrary intention at least twenty-one days 
 before the day of election. 
 
 79. If at any Meeting, at which any election of Directors 
 ought to take place, no such election takes place, the 
 Meeting shall stand adjourned to the next business day, 
 at the same time and place ; and if at the adjourned Meeting 
 no election takes place, the Directors to retire shall continue 
 in office until the then next Ordinary Meeting. 
 
 80. A Director may at any time give notice in writing 
 of his wish to resign by delivering such notice to the 
 ►Secretary, or leaving it at the Registered Office of the 
 Company, or by tendering his written resignation at a 
 Board, and thereupon his office shall bo vacant. 
 
 81. The Directors shall be entitled to set apart and 
 receive for their remuneration, in each and every year, such 
 sum as the Shareholders niny from time to time award. 
 
 82. The amount so pivyablo to the Directors shall bo 
 (livi.siblo amongst them according to the niimbor of the 
 attendances of each Director at the authorized Meetings of 
 the Directors, during the year to which such lomunoration 
 applies, or in such other manner as the Board may from 
 time to time determine. 
 
 ^1 
 
 Dlrriunlltlcation 
 of lilruoiors. 
 
 83. Th) office of any Dij-ector shall bo vacated, — 
 
 If ho accepts or holds any other office under tho Com- 
 pany. 
 
 If ho bocomos bankrupt or insolvent, or compounds with 
 his creditors. 
 
 If ho is declared lunatic, nr becomes of uuHuund niind. 
 
23 
 
 If he is absent from the Board for more than three con- 
 secutive months without the consent of the Board. 
 
 If he ceases to hold the required number of Shares to 
 qualify him for the office. 
 
 84. The Company, in Extraordinary Meeting, may, by a 
 Resolution passed by the votes of Shareholders then present 
 holding in the aggregate, at least, four-fifths of the Regis- 
 tered Shares, remove any Dii'ector before the expiration of 
 his period of office, and appoint a qualified Shareholder in 
 his stead, and the Director so appointed shall, in all rcHpects, 
 stand in the place of his predecessor. 
 
 S5. Every Director, Auditor, Manager, Secretary, and 
 other officer, and his heirs, executors, administrators, 
 and assigns, shall be indemnified by the Company from 
 all losses and expenses incurred by them respectively in 
 or about the discharge of their i-espectivo duties, except 
 such as happen from their own respective wilful acts or 
 defaults. 
 
 8G. No Director or officer, his heirs, executors, adminis- 
 trators, or assigns, shall be liable for any other Director or 
 officer, or for joining in any receipt, or other act, for con- 
 formity ; or for any loss or expense happening to the 
 Company by the insufficiency or deficiency of title to any 
 j)roporty acquired by order of the Directors, for or on 
 behalf of the Company ; or for tlie insufficiency or de- 
 ficiency of any security in or upon which any of the 
 moneys of the Com])any shall be invested ; or for any loss 
 or damage arising from the bankruptcy, insolvency, or tor- 
 tious act of any person with whom any nmnoys, securities, 
 or elFccts shall bo deposited ; or for any other loss, damage, 
 or mibfortuno whatsoever, which shall liappon iu the exe- 
 cution of the duties of his resiKJctivo office, or iu relation 
 thereto, unless the same ha})pon through his own wilful 
 act or defatilt. 
 
 Extraordinary 
 Meetiri); lua.v re- 
 move any Direc- 
 tor, and appoint 
 another in liiB 
 tt«ad. 
 
 Indemnity of 
 nirectorg and 
 others Hgaiutt 
 losses and ex- 
 penses incurred 
 in the execu.lon 
 of their duties. 
 
 Directors and 
 offli'ers )iot liable 
 for the acts of 
 others. 
 
Ill 
 
 ■'. 'i 
 
 2-i 
 
 <! 
 
 Board may oxor- 
 ciso all tho 
 powers of tho 
 Company except 
 Buch B8 tire 
 directed to be 
 exercised by the 
 Compftny in Ge- 
 neral Meeting, 
 
 Mov;tinf?'i (if 
 Hire 'IMS nnd 
 rti;'il;vllcinH f.ir 
 triiniiiictiuii of 
 biuinofs. 
 
 Dlroi-lors iiiiiy 
 ftpi>i>iiit Chttir- 
 uiau. 
 
 McoiInK* of 
 IMrmt' r« t" hi 
 ji;ihI(Ii'iI over hy 
 Vlinliiiinii. or in 
 liln iilwt'tioti ty IV 
 l)lrool'ir choK'n 
 Iroiii tlioro 
 I'l'urvut, 
 
 XII.— POWERS AND PROCEEDINGS OF THE 
 DIRECTORS. 
 
 87. The business of tho Company shall be managed by 
 the Board, who, in addition to the powers and authorities by 
 the statutes or by these presents expressly conferred upon 
 tliem, may exercise all such powers, give all such consents, 
 make all such arrangements, and generally do all such acta 
 and things as are or shall be by the statutes and tlie.se pro- 
 .sents directed or authorized to be exercised, given, made, or 
 done by the Company, and are not thereby expressly 
 directed to bo exercised, given, made, or done by tho 
 Company in Meeting, but subject nevertheless to the pro- 
 visions of tho atatiites and of these presents, and subject 
 also to such (if any) regulations as aro from time to timo 
 proscribed by tho Company in Mfotiug. But no regulation 
 made by tho Company in Meeting shall invalidate any prior 
 act of tho Doard which would have been valid if tho regula- 
 tion had not been made. 
 
 88. Tho Directors sliall meet together for the dispatch of 
 business at such times arid places as they think fit, and may 
 make such regulations as llioy think proper for tlio summon- 
 ing and holding of their jNleetingM, and for tho transaction of 
 businca.i thereat, and for determining the quorum neces.Hary 
 for tho transaction of bualncsa. Until any regulation shall 
 bo made to tho contrary, any thrco Directors jiresout at a 
 Meeting of Directors duly convoneil shall form a quonnn 
 KuiHcioiit for tho transaction of business. 
 
 8U. I'ho Directors may appoint a Chairman of tlioir 
 Meetings, «iid determine tho i)eriod for which ho fliiall 
 retain olVioo. 
 
 !>0. All ]\rceting.s of tho Directoia shall bo presided over 
 by tho Cihairmaii, if present, but if a Chairman shall not bo 
 appointed, or if at any J\Ieoting of tho Directors the Chair- 
 iu;iu Hhall not bo preHcnt ut thu iimu nDPointud fur hoKlinu 
 
25 
 
 THE 
 
 mgecl by 
 ritiea by 
 ed upon 
 onsents, 
 uch acta 
 lOKO pro- 
 inaclo, or 
 xprcaaly 
 by tho 
 the pro- 
 subject 
 ) to timo 
 gnlation 
 117 l)rior 
 I I'ogiila- 
 
 xatcli of 
 nd may 
 iiujuon- 
 ction of 
 icesaary 
 n nhall 
 it at a 
 Hiorum 
 
 tlicir 
 ) aiiall 
 
 il over 
 lot bo 
 Uliair- 
 
 uliliiiif 
 " o 
 
 tho same, the Directors present shall choose one of their 
 nnmber to preside at the Meeting. 
 
 91. Any question which shall arise at any Meeting of 
 Directors shall be decided by a majority of votes, and in 
 case of an equality of votes, the Chairman thereat shall have 
 a casting vote in addition to his own vote. 
 
 92. The Board may delegate any of their powers, other 
 than tho power to make Calls, to General and Special Com- 
 mittees, consisting of such member or members of their body 
 as the Board think fit, and they may from time to timo 
 revoke or discharge any such Committee either wholly or in 
 part, and either as to persons or purposes ; but every 
 Committee so formed shall, in tlio exercise of tho powers- 
 delegated to it, conform to all such regulations as are pre- 
 scribed for it by tho Board. All acts done by any such 
 Committee in conformity with such regulations and in fulfil- 
 ment of tho purposes of their appointment, but not otherwise, 
 shall have the like force and efloct as if done by the Board, 
 and tho Directors shall have power to rcnnmerato tho mem- 
 bers of any Special Committees, and charge such remune- 
 ration to tho cm-rent exiionses of the Company. 
 
 93. Tho acta of the Hoard and of any Committee ap- 
 pointed by the Board .shall, notwithstanding any vacancy in 
 the Bo:u'd or Committee, or any defect in the appointment 
 or any disqualilication of any Director or of any member of 
 tho Conmiittee, bo as valid as if no such vacancy, defect, or 
 disqualification had existed, provided the pamo bo dono before 
 the discovery ol' tho vaeancy, defect, or disqualification. 
 
 9 1. The Meetings and proceedings of every such Committeo 
 shall be governed by tho i)Vovi.si()ns herein contained for 
 regulating tho Meetings and proceedings of T)irector8 so far 
 as the same are a]>plicablo thereti), and aro not superNcdcd 
 by tho express terms of the appointment of such Committeo. 
 
 9A. The Directors shall cause Minutes to bo made in books 
 provi(le<l for the purpose of tho Ibllowing nuittcrs, videlicet :- - 
 
 ist. Of all tho ai)pointmonts of uilicurs and Committueo 
 nuido by tho Diroctors, 
 
 Quostiong at 
 Meetings of 
 Directors to bo 
 decided by a 
 majority of votes, 
 Cbuiiman lo havo 
 casting vote. 
 
 Board may ap- 
 pomtOommit(e«l. 
 
 Acta of Commit- 
 ti'csln oiinforirlty 
 with rppulatlori 
 Iircsorlbcd by 
 liiiard to hiLVO 
 tbo liiic foroo UK 
 If done by Hoard. 
 
 Acts of Tloardand 
 Odmiiiitturs 
 
 Tftlid Iiotwlth- 
 
 BtiUKUii){ racanciea 
 or (leffcts In iip- 
 poiDtuicuts, ko. 
 
 ^rcoiinw, A'O,. of 
 Ciitiiiiiittoos to IM 
 Kovi'inBd by 
 |irovlHl(inif(ir 
 rflKiiliiiluK Moot' 
 liiKit, ito , of 
 Dlrouton. 
 
 tllnutcK tft b« 
 mad* I'f c-vrtaln 
 tpoolilud inntton, 
 
II! 
 
 2G 
 
 2ncl. Of the names of the Directors piesent at every 
 Meeting of Directors, and of the Members of Commit- 
 tees appointed by the Board present at every Meeting 
 of the Committee. 
 
 3rd. Of the proceedings of all General Meetings. 
 
 4th. Of the proceedings of all Meetings of the Directors 
 and of Committees appointed by the Board. 
 
 Minutes of Meet- 
 ings, if signed by 
 tlie Ohfiirman, or 
 n certified copy, 
 to be recvivable 
 in eyidence. 
 
 Commcncomcut 
 of biuiniiss. 
 
 Custody anii use 
 ot Comiuou Huul. 
 
 Deeds lioff to ba 
 tiocutcd. 
 
 Ppeclikl imwcrs 
 of Uiroolors. 
 
 Promoters' Mmu- 
 uvrftilim. 
 
 Bee S|iovIkI lloso* 
 luUuo. 
 
 96. The Minutes of the proceedings of any Meeting, or of 
 any Meeting of the Directoi-s, or of any such Committee, 
 purporting to be signed by the person who acted as Chair- 
 man of such Meeting or Committee, or of the Meeting at 
 *which such Minutes were confirmed, or a copy thereof cer- 
 tified under the hands and seals of two Directors to be a 
 correct copy, shall be receivable in evidence without further 
 proof, as original proceedings ; and in every case of any 
 objection thereto on the ground of error therein, the proof 
 of such error shall be wholly on the person making the 
 objection. 
 
 97. Tlie Directors shall be at liberty to commence the 
 business of the Company as soon as they shall see fit, not- 
 withstanding the whole Capital may not have been then 
 subsci-ibed for or taken. 
 
 98. Tiio Directors shall provide for the safe custody of 
 the Seal under such regulations as the Board prescribe, and it 
 shall not bo used cxcej)t by the authority of a Board, and 
 in the presence of at least two Directors, 
 
 99. Evci'y deed or other instrument to which the Seal is 
 re<iuired to bo affixed shall bo signed by two Directors and 
 countersigned by the >Sccretary. 
 
 100. In their management of the business of the Company, 
 the Dii-ectors, without any further power or authority from 
 the yiiureholders, nmy do the following things, videlicet : — 
 
 1. — In consideration of the groat labour, expenses, and 
 risk whioli tlio promoters, Mr. Edmund Clench, Mr. 
 Archibald Kintroft, and Mr. Benjamin Henderson, 
 
 
27 
 
 have been put to and incurred in and relating to the 
 promotion and formation of the Company, and the 
 registration of the Memorandum and Articles of Asso- 
 ciation thereof, the Directors shall, when and as soon 
 as Shares to the amount of £200,000 have been sub- 
 scribed for and allotted, allot to each of them the said 
 Edmund Clench, Archibald Kintrea, and Benjamin 
 Henderson, their executors, administrators, and assigns, 
 or to their several and respective nominees, twenty- 
 eight Shares of £100 each, whereon the sum of £25 
 shall be admitted to have been paid ; and whereon the 
 said Edmund Clench, Archibald Kintrea, and Benjamin 
 Henderson, their executors, administrators, and assigns, 
 or their several and respectiro nominees, shall be liable 
 to pay th(! further sum of £75 then remaii)ing unpaid 
 on each of such Shares, and shall from time to time 
 Avhcu and as soon as adilitional Shares to the amount 
 of £50,000 shall bo subscribed for and allotted, allot to 
 each of them the said Edmund Clench, Archibald 
 Kintrea., and Benjamin HciKlerson, their executors, 
 administrators, (ind assigns, or to their several and re- 
 spective nonunces, seven Shares of £100 each, whereon 
 the aforesaid sum of £25 shall be admitted to have been 
 paid ; and the said sum of £75 shall remain liable to bo 
 paid, in respect of every additional number of Shares to 
 the amount of ,£50,000, wliich shall from time to time 
 bo subscribed for and allotted. 
 
 2. Thev shall also, when and as soon as Shares to the J'f f.''""''";^ "• 
 
 •' ' tniiiiBiiiug Coin- 
 amount of £200,000 shall have been subscribed for, f^^y- 
 
 pay out of the funds of the Company all costs, chiirges, fu'°,,fn»""='*' ^*''" 
 and expenses not hereinbefore pi'ovided for, and which 
 hhall have been or shall bo hereaiter incurred or sus- 
 tained in or about the establishment of the Company, 
 or the obtaining the capital, or in any manner iu 
 relation thereto. 
 
 3. Thoy may. except as by these prosouta ia otherwise Api>oiuimwt, 
 
1,1 
 
 28 
 
 'I rt 
 
 removal, suspen- 
 Bion, and remu- 
 neration of 
 Solieitor8,Geneal 
 Manager, and 
 olflcen. 
 
 See Special Reso- 
 lution. 
 
 Security to be 
 given by every 
 officer, iio. 
 
 Proviso a^ tn pus- 
 pension ur dis- 
 inlnsal of CJtnrml 
 Manager, 
 
 Kmployinontaiid 
 rwiiiiiiKM'ati >« of 
 KrokurB and 
 otiK'rs. 
 
 r.ntii'iliKlimpnt of 
 Uitiikn, Ao , in 
 India and tlio 
 colunlu.4. 
 
 SOO SpBClftl ROIO" 
 
 lutlon. 
 
 provided, appoint and at their pleasure may remove or 
 suspend a Solicitor or Solicitors for the Company, 
 and a General Manager, as well as Local Managers, 
 and a Secretary, and such other officers, clerks, and 
 servants, either for permanent, or temporary, or special 
 soi'vices, as they from time to time deem expedient for 
 carrying on the business of the Company, and may 
 determine the duties and powers of such officers, clerks, 
 and servants, and may fix the amounts of their salaries 
 and emoluments, and may pay the same out of the funds 
 of the Company. Provided always, that they shall in all 
 cases I'equire security to be given by every such officer, 
 clerk, or servant, before he shall enter upon the duties 
 of his office, in such an amount as they shall think suf- 
 ficient to ensure the faithful discharge of his duties. 
 Pfovided also, that for the suspension or dismissal of 
 the General Manager, the votes of a majority of not less 
 than three-fourths of the whole number of Directors 
 shall be necessary, and that sucli suspension or dismissal 
 shall only take place at a Board specially convened for 
 that purpose. 
 
 •i They may em]>loy such Brokers, Surveyors, Agents, 
 Valuers, and otlier j)erson3 as they think necessary, to 
 dispose of, survey, examine, or re})ort upon any pro- 
 perty of the Company, or which may be offered to the 
 Company, or for the acquisition of which it may bo 
 expedient for the Directors to treat, and may allow and 
 pay out of the funds of the Company to the persons so 
 employed such commission, salaries, wages, and other 
 remuneration, as the Directors may doom roaHonal)U'. 
 
 6. They may establish such Banks, Agencies, and Local 
 Boards in India and in any of the colonies or depen- 
 dencies of Great Britain, and may make such regulations 
 for their management as the Directors from time to 
 time think proper ; and for that purpose they may 
 appoint such local Uirectors, Ma'mgors, OlUoers, Clerks, 
 
and the culonlei. 
 
 29 
 
 and Servants with such remuneration, and at such 
 salaries, as they consider advisable, and may jmy the 
 expenses occasioned thereby out of the funds of the 
 Company, and may from time to time discontinue all or 
 any of such Banks, Agencies, or Local Boards, and may 
 remove or suspend all or any of the Local Directors, 
 Managers, Officers, Clerks, or Servants, for such reason 
 as they think proper, and without assigning any cause. 
 G. They may make, give, accept, endorse, transfer, discount, i^'i's of exchange, 
 
 *' •' to } I } J J > Promlfgory notes, 
 
 and negociate such bills of exchange, promissory notes, ana dejioBiti note* 
 deposit notes, or other similar obligations, as they may 
 think desirable for carrying on the business of the 
 Company. 
 7. They may, for carrying on and managing the business i^udt^'&a; ^.r' °' 
 
 /..,/-. 1 I • , -lii buslnef 8 purpoaeg, 
 
 of the Company, imrcliase, hire, rent, or acquire, both in London, india, 
 in London and in India, and in any of the colonies 
 and de]iendeucies of Great Britain, such land, houses, or 
 other Iniildings, an 'I may take, purchase, or acquire 
 such leases of the same, and on such terms as they 
 may from time to time think advisable. They may 
 pull down, remove, alter, or convert any such houses or 
 buildings, and may erect and build such other houses 
 and buildings in lieu thereof, on any land purchased, 
 hired, or rented as aforesaid, and may from time to 
 time alter or convert any such houses or buildings as 
 aforesaid, in such manner as they may consider ne- 
 cosHary or desirable for carrying ou the business of 
 the Company. They may fit up and furnish, and insure 
 against loss by fire, all or any of such houses or build- 
 ings, and may let, or demise, or give posseHsion of the 
 whole or any part of the same, whether fitted up or 
 furniHhi'd, or otherwise, to such person or persons and 
 on Hueli terms as to tenancy or occupation as tlicy 
 nuiy consider advisable with regard to the interests of 
 the Company, and tho promotion or carrying on of its 
 buKineaB. They may from time to timo sell and buy iu 
 
:f 
 
 Adoption of con- 
 tracts and entry 
 into others for 
 the acquisition, 
 &c., of property 
 for buslneBS pur- 
 poses. 
 
 Credit may bo 
 given on o ish 
 accounts. 
 
 Cases in which 
 Directors cannot 
 vote. 
 
 Ml 
 
 No Director or 
 
 ; 1. 
 ij 'i 
 
 officer, A;n., to bo 
 
 ' :i 
 
 security tu Com- 
 
 ! 
 
 pany. 
 
 v; 
 
 Hharehdldcrs not 
 
 ' 1 
 
 entitled to do- 
 
 li ■ 
 
 nmud cash credit 
 
 Payment for 
 
 30 
 
 any such lands, houses, and buildings as aforesaid, and 
 may resell the same, and may otherwise deal with all 
 or any part of the same as they consider most conducive 
 to the interests of the Company. 
 
 8. They may adopt and carry into effect any contract 
 or arrangement already entered into on behalf of the 
 Company in relation to any land, houses, or buildings 
 intended for its use, and may enter into and carry 
 into effect any contract or arrangement which they 
 deem expedient, whether with corporations or indivi 
 duals, for the acquisition or for the disposal of any 
 property, or otherwise in relation to any matter con- 
 nected with the business of the Company, whether in 
 London, India, or any of the colonies or dependencies 
 of Great Britain, upon such terms as they from time to 
 time deem reasonable. 
 
 9. They may give credit, with or without security, upon 
 casli accounts, to such an amount, at such rate of interest, 
 and upon such terms as they think fit ; but no Direc- 
 tor shall vote on any niotiou re.sj)ecting the loan or 
 advance of money, or otherwise giving credit to him- 
 self, or his partner, father, or father-in-law, brother, or 
 brother-in-law, son, or son in-iaWjOrHte]) son ; or respect- 
 ing any such loan, advance, or giving credit on any secu- 
 rity, or discounting any bill, promissory note, or other 
 security offered by himself, or by his partner^ or by 
 nny such relation as aforcsuid, if he, or his partner, or 
 nny such relation, shall bo the jwrson or one of the per- 
 sons to receive the money referred to in such motion ; 
 and no Director or otlicor of the Company shall Ikj 
 security for any porHon in any loan transaction with 
 the Company. No Shareholder shall be entitled to 
 demand as of right a canh or other credit, and it shall 
 1)0 entirely iii the discretion of the Board whether such 
 credit shall be given. 
 
 10. They may pay for the accjuisition of imy property l)y 
 
31 
 
 these presents authorized to be acquired for the Com- acquigition of 
 
 * -^ property In caih 
 
 pany, either iu cash or in Shares (to be treated either °' Shares, 
 ^ as wholly or in part paid up), or partly in cash and 
 partly in such Shares, or iu such other manner as they 
 from time to time deem expedient. 
 
 11. They may let, mortgage, sell, or otherwise dispose of. Power to let 
 either absolutely or conditionally, and in such manner, *"" dispose of 
 and upon such terms and conditions in all respects, as 
 
 they think fit, any of the property of the Company, 
 and may accept payment or satisfaction for any pro- 
 perty so disposed of in fully paid-up or other Shares, 
 or partly in Shares and partly in cash, or in such other 
 manner as the Directors deem expedient. 
 
 12. They may procure, or take upon such tei-ms as they ^rfg*°fmort- 
 think expedient, a transfer of any mortgage or other ^uruy affecting 
 security affecting any property belonging to the Com- ^j™y^''°^ ' ^'°' 
 pany, or authorized to be acquired for the Company, 
 
 and that whether they have or have not at the time of 
 taking the transfer acquired or entered into any tnjaty 
 relative to the acquisition of such property, and may 
 pay out of the funds of the Company all such sums as 
 shall be necessary for that purpose. 
 
 13. They may, upon such terms as they think fit, Amalgamation 
 
 •''"■'• •' ' with or purcnasa 
 
 amalgamate with, or purchase, or acquire the business o[uI."'comu'any"^ 
 
 or property of any Company, ])artuership, or person 
 
 carrying on any business included amongst tlio objects 
 
 of this Company as specified iu the Memorandum of 
 
 Association, and nuiy pay for the same either in cash 
 
 or in Shares, to be treated cither as wholly or in part 
 
 paid up, or partly in cash and j)artly in such Shares, or 
 
 in such other nianuer as the Board from time to 
 
 time deem expedient, subject, nevertheless, to the rights 
 
 and privileges of the several parties referrinl to herein. 
 
 1 4. They may secure the repayment of any money de- security for re- 
 
 . paymeutofmonoy 
 
 iiositfu With ilio Comi>any, and tlie interest tliercon diimi'iui.i with 
 
 ' CVmiiany. 
 
 by moans of deposit uotes^ bills of exghange, promis- 
 
32 
 
 I .'I 
 
 liaising moni. 
 by mortgajje, 
 boDds, or deben- 
 ture notes. 
 
 Conveying pro- 
 perty to trustees 
 to secure repjiy- 
 ment of borrowed 
 money. 
 
 Investment of 
 Surplus funds. 
 
 Power to insti- 
 tute, defeiil, and 
 abandiin legal 
 proceedings. 
 
 sory notes, debenture notes, or Ibonils, or in such other 
 manner as may be agreed upon between them and the 
 depositor. ♦• 
 
 1 5. They may from time to time raise or borrow in the 
 name or otherwise on behalf of the Company sucli 
 sums of money as they from time to time think ex- 
 pedient, either by way of mortgage of the whole or 
 any part of the propei*ty of the Company, or by bonds 
 or debenture notes, or in such other manner as they 
 deem best. 
 
 16. They may, for the purpose of sccuiing the repaymeixt 
 of any money so borrowed, with interest, make ail 
 carry into effect any arrangements which they deo.u 
 expedient, by conveying any property of the Comppiiy 
 to trustees, or otherwise. 
 
 17. They may invest such part of the funds of the Com- 
 pany as shall not bo required to satisfy or provide for 
 immediate demands, in or upon Government stocks, or 
 funds, or exchequer bills, or upon siich ot ;ier securities 
 as they think expedient, and may from time to time vary 
 such securities and convei't the same as occasion re- 
 quires, or as they deem expedient. 
 
 18. They may institute, conduct, defend, compi'omiso, 
 refer to arbitration, and abandon legal and other j)ro- 
 ceedings and claims, by and against the Company and 
 Directors and officers of the Company, and otherwise 
 concerning the aflaii's of the Company. 
 
 li'ij 
 
 XIII.— DECLARATION OF SECRECY. 
 
 Deciariition of 101. Every Director, Manager, Secretary, Auditor, Trustee, 
 
 8??ncaV Tircc- member of a Committee, Officer, Servant, Agent, Account- 
 tors and niiieors , , 1 ■ ,1 1 • J} L\ r-i 
 
 buforo (iitcrinK ant, or other jierson einitloyed ni tlie busuiess ot tlio Company, 
 
 ujion iliolr duties. , ,i i p i • i • i i- • i i i.- i j • 
 
 shall, before entering upon his thitu's, sign a declaration pledging 
 himself to observe a strict secrecy respecting nil traiiHactioas 
 
such other 
 |em and the 
 
 P'ow ill the 
 opaiiy sucli 
 think ex- 
 whole or 
 ^1' by bonds 
 ler as thoy 
 
 i"opaynie:it 
 
 make aii 
 
 they deoai 
 
 3 Comppijy 
 
 the Com- 
 
 )rovide for 
 
 stocks, or 
 
 ^ securities 
 
 ) time vary 
 
 ccasion rc- 
 
 mpromis(?, 
 otlior j)ro- 
 ipaiiy and 
 otljorwise 
 
 Trustee, 
 Account- 
 'onij)any, 
 pledgiu^^ 
 i."uctiyii« 
 
 I 
 
 33 
 
 of the Company with their customers, and the state of 
 accounts with individuals, and in all matters relating thereto, 
 and shall by such declaration pledge himself not to reveal 
 any of the matters which may come to his knowledge in the 
 discharge of his duties, except when required so to do by the 
 Board, or by any Meeting, or by a court of law, or by the 
 person to whom such matters relate, and except so far as 
 may be necessary in order to comply with any of the pro- 
 visions contained in these presents and in the statutes. 
 
 XIV.— ACCOUNTS. 
 
 102. Every sum paid on behalf of the Company amount- 
 ing to £5 or upwards shall be paid by a cheque, which shall 
 be signed by two Directors, and countersigned by the Se- 
 cretary. 
 
 103. No payment on account of the Company shall be 
 made without the order of the Boai'd, except only payments 
 on petty cash accounts, for which the Board may place such 
 a sum as they think fit at the disposal of the Secretary or 
 other officer. 
 
 104. The Secretary shall make to every Board Meeting a 
 return of all payments and liabilities on petty cash account. 
 
 106. The Directors shall cause true accounts to be kept of 
 all sums of money received or expended by the Company, 
 and of the matter in respect of which such receipt or 
 expenditure takes place, and of the credits and liabilities of 
 the Company, and of all other niattera necessary for show- 
 ing the true state and condition of the Company ; and the 
 accounts sliall be kept in such books and in such manner, 
 and the books of accounts shall be kept at such place or 
 places of security, an the Directors think lit. 
 
 106. Provided, nevertheless, that all costs, charges, and 
 expenses incurred or sustained in or about the establish- 
 ment of the Company, and subsequent to the registration 
 
 D 
 
 Payment* 
 amounting to £5 
 to be by cheque 
 signed by two 
 Directors, and 
 counterBigned by 
 Secretary. 
 
 No payment to 
 be made without 
 order of Board, 
 except on petty 
 cash account. 
 
 Secretary to make 
 return to B.iard 
 of payments, &c,, 
 on petty cash 
 account. 
 
 Tru" accounts to 
 bekept of receipts 
 and expenditure. 
 
 Certnin expenses 
 to be placed to 
 " the preliminary 
 expenses ac- 
 count." 
 
 See Fipeclftl Reio. 
 lution 
 
•—5 
 
 M ■ 
 
 34 
 
 p »i 
 
 
 No Shareholdor 
 other than a 
 Director, &c , en- 
 titled to inspect 
 booki. 
 
 Statement of ac- 
 counts to be laid 
 before Meetings, 
 accompanied by 
 a report of Direc- 
 tors. 
 
 thereof, including therein the cost of advertiaing, travelling 
 expenses, printing, stationery, brokerage, remuneration to 
 promoters, furniture and fittings of offices, expenses attendant 
 upon the formation of banks, agencies, and local boards in 
 India, and in any of the colonies and dependencies of Great 
 Britain, and any other costs, charges, or expenses which 
 the Board consider may be fairly deeiped and treated aa 
 preliminary, shall be placed to a separate account, to be 
 called " The Preliminary Expenses Account," and shall be 
 chargeable en the profits of the Company over a period of 
 not less than ten years, nor more than twenty years, as the 
 Board may deem expedient. 
 
 107. No Shareholder, unless he be a Director or Auditor, 
 or an Officer, Clerk, Accountant, or other pei-son, whose 
 duty requires him to do so, shall be entitled to inspect the 
 books, accounts, documents, or writings of the Company, 
 except ;?uch as shall be produced for that purpose at a 
 General Meeting, nor shall any Shareholder be entitled in 
 equity to a discovery thereof. 
 
 108. At every Ordinary Meeting the Directors shall lay 
 before the Meeting a statement of accounts of the Company, 
 made up to a date not more than two months before the 
 Meeting, from the time when the last jireceding statement 
 was made, or in case of the first statement, from the com- 
 mencement of the Company ; and every such statement shall 
 be accompanied by a Report of the Directors as to the state 
 and condition of the Company, and as to the amount which 
 they recommend to bo i)aid out of the profits by way of 
 dividend or bonus to the Shareholders, and the amount 
 (if any) which they recommend to bo retained for the for- 
 mation of a reserved fund. 
 
 XV.— AUDIT. 
 
 e^aSi°y uo ^^^- '^^^^ accounts of the Company shall be from time to 
 Auditors. ^jjjjQ examined, and the corroctnea.s of tlie statements shall 
 
 ! I 
 
35 
 
 or Auditor, 
 
 i-son, whose 
 
 inspect the 
 
 ' Comjiauj, 
 
 rpose at a 
 
 I entitled in 
 
 *^ shall lay 
 i Company, 
 i before the 
 statement 
 I the com- 
 ment shall 
 ' the state 
 unt which 
 )7 way of 
 5 amount 
 * the for- 
 
 be from time to time ascertained, by two or more Auditors, 
 to be appointed in accordance with these presents. 
 
 110. No person shall be eligible as an Auditor who shall 
 not have held Shares for six months previously to the 
 Meeting, or who is interested otherwise than as a Shareholder 
 in any transactions of the Company ; and no Director or 
 officer of the Company shall, during his continuance in office, 
 be eligible as an Auditor. 
 
 111. The Directors shall appoint the first Auditors for the 
 purpose of making a report to the first Ordinary Meeting, 
 and those Auditors shall retire from office at that Meeting, 
 or if the Meeting shall so decide, not xmtil the next Meeting 
 in September or October. 
 
 112. All future Auditors, except as hereinafter is men- 
 tioned, shall be appointed at the Meeting in September or 
 October in each year by the Shareholders present thereat, 
 and shall only hold their office until the next Ordinary 
 Meeting in September or October after their appointment. 
 
 Qualification of 
 Auditors. 
 
 Appointment and 
 retirement of first 
 Auditors. 
 
 Future Auditors 
 to be appointed 
 at Meetiug in 
 Sept. or Oct. 
 
 113. 
 
 Retiring Auditors shall be eligible for re-election. 
 
 114. No peraon, not being a retiring Auditor, shall be 
 pligible to the office of Auditor, unless notice of an inten- 
 tion to propose him at an Ordinary Meeting be given at 
 least seven days, and not moi-e than one month, before the 
 Meeting, and a copy of every such notice shall be posted 
 up at the Office during the five days next before the 
 Meeting. 
 
 115. The remuneration of the Auditors shall be deter- 
 mined, and may bo from time to time varied, by General 
 Mtjetiiigs. 
 
 IIG. If any vacancy which may occur in the office of 
 Auditor at any Ordinary Meeting in S(!ptember or October 
 of any year shall not be then su]>})licd, or if any casual 
 vacancy shall occur in the office, the Directors shall, sub- 
 ject to the approval of the next Ordinary Meeting, fill up 
 the vacancy by the appointment of a pex"son, who sliall 
 
 D 2 
 
 Retiring Auditors 
 eligible for re- 
 election. 
 
 Seven days' notice 
 to be given of in- 
 tention to pro- 
 pose Auditors. 
 
 Auditors' remu- 
 neration to b« 
 determined and 
 varied by Meet- 
 ings. 
 
 Casual vacancies 
 to bo filled up by 
 Directorp, subject 
 to approval of 
 next Ordinary 
 Meeting. 
 
i f 
 
 36 
 
 hold such oflBce until the next Ordinary Meeting in Sep- 
 tember or Octobei'. 
 ilm'S^th* ^^'^' "^^^ Auditors shall be supplied with copies of the 
 
 founeeDdays""-' Statement of accounts intended to be laid before the next 
 fore the Meetiug. Ordinary Meeting, at least fourteen days before the Meeting, 
 and "t shall be their duty to examine the same with the 
 accounts and vouchers relating thereto. 
 
 Ulrectors, with 
 sanction of Meet- 
 ing, may declare 
 dlrideod or bunus 
 
 Directnm, before 
 reci>mmeu(ling a 
 dividend or huDui, 
 to pet aside a 
 reserve fond. 
 
 Application of 
 renervod fund. 
 
 Unpaid interest 
 or divldvixl not 
 tu bear inteiuRl. 
 
 Money dno for 
 Calls niny bo do- 
 diiotvd from lnt«- 
 rett or divldeudi. 
 
 Notlne of intorcst 
 or dividend tu bo 
 ulTon ; to bo for- 
 fulled if unclalmetl 
 for tliree ysar* 
 afterwaids 
 
 XVI.— DIVIDENDS, BONUS, AND RESERVE 
 
 FUND. 
 
 118. The Directors may, with the sanction of the Com- 
 pany in Meeting, declare a dividend or bomis, or both a 
 dividend and bonus, to be paid to the Shareholders in pro- 
 portion to their Shares. 
 
 119. The Directors shall, before recommending any divi- 
 dend or bonus, set a.side out of the profits of the Company 
 such a sum as they tliink ))r(iper as a reserve fund, and may 
 invest tin; same uj)on such Govt^rnment Securities, or Par- 
 liamentary stocks or funds, or in such other securities as 
 they think tit. 
 
 120. The Directors may from time to time a])ply such 
 jiortion as they think fit of the reserved fund to meet con- 
 tingencies, or for e(|niilizing dividends, <»r for rej»airing or 
 maintaining the buildings and premises connected with the 
 business i>f the Company, or any part there(»f, or for any 
 other purposes of the Crtmpany whiuli they from time to 
 time (h'em expedient. 
 
 121. No unpaid interest or dividend shall ever bear 
 interest as agiiinst the (Ntmpany. 
 
 122. Tlio Directors may deduct from tin; interest or divi- 
 dends payable to any Sliai'ehoider all sums of money due 
 from him to the Company on account of C^lalls. 
 
 123. Notice of all interest or dividend that is payable 
 shall be giv(>n to each Shareholder entitled thereto, and all 
 interest or dividend tinclaimed for three years nfHer the 'lotit-e 
 
37 
 
 fg in Sep- 
 
 |)ies of the 
 
 the next 
 
 Meeting, 
 
 with the 
 
 CRVE 
 
 the Com- 
 r both a 
 'I's in pro- 
 
 nny divi- 
 (Company 
 
 tmd may 
 «» or Par- 
 urities aa 
 
 V^y such 
 iieet con- 
 liriiig or 
 wit}i tJio 
 for any 
 time to 
 
 sr b 
 
 ear 
 
 i>r <Iivi- 
 'ey due 
 
 nd all 
 •lotico 
 
 thereof is given may be forfeited by the Directors for the 
 benefit of the Company, and, if the Directors think fit, may 
 be applied in augmentation of the reserved fund. 
 
 XVII.— DISSOLUTION OF THE COMPANY. 
 
 124. If at any time the Directoi*8 find that the losses of 
 the Company have exhausted the reserved fund, and also 
 one-half of the paid-up Capital, thoy shall forthwith call 
 an Extraordinary Meeting, and shall submit to it a full 
 statement of the aft'airs of the Company. 
 
 125. If it shall appear at such Extraordinary Meeting, so 
 called as aforesaid, and be duly resolved, that the ascertained 
 losses of the Company from bad debts have exhausted the 
 reserve fund, and also one-half of the paid-u]) Capital, the 
 Chuirman at such Meeting shall declare the Company dis- 
 solved ; and the same shall be thereui)<)n dissolved accord- 
 ingly, except for the purpose of wiiuling uj) its uftiiirs. 
 
 12G. If the Comjiany shall be dissolved, the Directors in 
 office at the time of such dissolution sliall with all convenient 
 speed wind up, and bring its accouuts and atiairs to a final 
 close and settlement, and for the purjjoses of such winding- 
 up, close, and setthuuent, but f«n' no other, the jiowers of such 
 Din^ctors nliall be hi'ld to be subsisting. 
 
 127. When the alfairs of the Company shall be wound up, 
 closed, and settled, so nnich of the Capital as shall remain 
 after meeting all claims shall be paid to the Shareholders in 
 proportion as they arn ontithnl thereto, antl these jiresents 
 shall thereupon become void ; and such dissolution shall 
 operate l>oth at law and eipiity as a final and giMicral 
 release bc^tween all j)arties ecmcerued therein. 
 
 128. In onhir to assist in such winding up, closing, and 
 settlement of the accounts as iifuresaid, it shall Ix^ lawful for 
 the Directoi-s to declare any bad t»r dtaiblful debts to bt> irre- 
 coverable, and to sell U) any person not being a Director 
 
 When loBses haTO 
 exhausted re- 
 served fund and 
 one-hiUf nf 
 paid up Capital, 
 I)lrect<ir« to call 
 Extranrdiuary 
 Meeting. 
 
 Clrcumatanoea 
 under which • 
 Company will be 
 declared to be 
 dltsulred. 
 
 On dlMolutlon. 
 Dlrectoro to wind 
 up the iitfiiirH itud 
 tn rutiiln tticir 
 portcri fur thiit 
 Iturpoite. 
 
 When affyiiri 
 Wound up, lurplui 
 cuplttil til he 
 divlil(>d aniiini{iit 
 Slinri hiiidem, the 
 dliiKiilutliin til 
 iiperalH an a gene- 
 ral ruluuiie. 
 
 Tilrwotort may 
 decUre oort In 
 dtbii til bu Irre- 
 eoriTablii, niid 
 may ik<II clalniii 
 upon huiikiuiitii' 
 eit«t«t, &e. 
 
h' 
 
 111 
 
 I i 
 
 I 
 
 I, 
 
 1'^ 
 
 38 
 
 any claims or demands upon the estates of bankrupt or 
 other persons, or upon the assets of deceased persons, if such 
 claims or demands are not immediately recoverable. 
 Unclaimed dlvi- 129. Any unclaimed dividends shall be laid out and 
 
 (lends ti) be in- 
 vested and paid to invested as the Directors think fit, and the moneys so invested 
 parties entitled, if ' "^ 
 
 claimed within six and the accumulatious thereof shall from time to time be 
 
 years from tno 
 
 d*y of diMoluUon. p^itl to the persons so entitled to the same, provided that no 
 such claim shall be admilled after six years from the day of 
 dissolution ; and that such moneys to which no claim shall 
 have been established wiLhiii such poiuod shall then bo 
 ai)i)lied as part of the Cai)ital for the benefit of the Share- 
 holders amongst whom the remainder of the Ca})ital shall be 
 distributable or shall have been distributed, and that the 
 etHuxion of the term of six years shall be an etfectual bar 
 against all persons afterwards claiming, whether such })er- 
 Hons shall have been under legal disability or iucai)acity or 
 not. 
 
 XVIII.— NOTICES. 
 
 Scrtico of NoticcB 130. Any notice or other document reouiriiic to be served 
 
 on 8hftr»ilioldor». i ^ 
 
 by the Company upon any Sliaiclioldcr may )»e served either 
 ])ersonally, or by leaving the same for or sending it 
 through the post in a letler addressed to the SliareholtU-r at 
 his registered place of abode in the United Kingdom, and 
 every notice sent ihro\igh tlie post shall be tleemed tt) have 
 been served at th(^ time oii whicli, in the usual course of post, 
 it wouhl be delivered. 
 
 131. As (o any Hliareholder whose registered place of 
 iiboth* shall not be in the United Kingdom, the Othee shall, 
 a.'^- regai'ds the sei'vioe of notices or other doeunu'uts, be 
 deemed his n'gistered place of aliode in the United Kingdom. 
 Ibit any Shareholder niay register any plaee in the United 
 Kiiigdotn at whieh he (h-sires such H«frvieo to bo made, and 
 the same shall bo made accordingly. 
 
 SerTlce of Niitlcoi 
 on SliiirtOioUUiri 
 not rrnlillnM 
 witblu ihu United 
 Klnttduui. 
 
39 
 
 ["pt or 
 if such 
 
 1 32. All notices to be given on the part of the Share- 
 holders sb." be left at or sent through the post to the 
 office. 
 
 133. All notices required to be given by advertisement 
 shall be advertised in a London daily morning newspaper. 
 
 134. Every ])erson who by operation of law, transfer, or 
 other means whatsoevtu', shall become entitled to any Share, 
 •'^hall be bound by any and every notice or other document, 
 which, previous to his name and adilross being entered u})on 
 the llegister in respect of the Sliare, has been given to the 
 person fi-om Avhoni he deiives his title. 
 
 135. When any notice or document is delivered or sent 
 ^n accoi'dance with these pi-esents at or to the registei-ed 
 place (tf abode of a Sliarehohler, tluMi, notwithstanding he 
 be then deceased, and whetlier or not tlie C(jnipany have 
 notice of his decease, such service of tho notice or other 
 document shall for all jiurposes of these presents be deemed 
 service thereof on his heirs, executors, or administrators, and 
 every of them. 
 
 Notices by Share- 
 holJers to be seat 
 thiough the post. 
 
 Notices by Adver- 
 tisementB to be 
 advertised in 
 London. 
 
 PersoDB becoming 
 entitled to Shares 
 bound by notice 
 to previous 
 bolder. 
 
 Service of notice 
 good notwlth- 
 Biaudliig death of 
 Shareholder. 
 
 served 
 eitlier 
 '/,' it 
 'er at 
 . and 
 iiavo 
 I'ost, 
 
 XIX.--ARBITKATION. 
 130. In all I'cferencea to arbitriition of any action, suit, in Arhitraiions 
 
 ett'ect to be given 
 
 dispute, or did'ci-ence in or relating to any nuitter, cans*', or to provisions of 
 
 Coiiiliiou lillW 
 
 thimr. to which the Conii)anv shidl be a partv, full elfect >'r"oodurB Act, 
 shall be given to the provisituis of "The Common Law Pro- 
 cedure Act, 1851," and i^very or any other Act from time to 
 time in force and applicable thereto. 
 
 !< of 
 'lall, 
 bo 
 i»ni. 
 ivil 
 nd 
 
 XX.— EVIDENCE. 
 
 137. On tlu^ trial or hearing of any action or suit to bo i:videncein»o. 
 
 , , , , tloMs or sulu for 
 
 lu'oiight liy tlu! Company against any Hliiueliolder to recover u»ii«. 
 any debt due for any Call, it sliidl bt^ sullicicnt to provo 
 that the name (»f the tiefendant is on the Itegister of Sliare- 
 hohlerH of the Company as a holder of tin- number of Sliarcs 
 in respect of wliicli such debt accrued, and thai notice of 
 
>* HI. 
 
 'id 
 
 i 
 
 iii 
 
 
 40 
 
 such Call was duly given to the defendant in pursuance of 
 these Articles ; and it shall not be necessary to prove the 
 appointment of the Directors who made such Call, nor that 
 a quorum of Directors was present at the Board at which 
 such Call was made, nor that the Meeting at which such 
 Call was made was duly convened or constituted, nor any 
 other matter whatsoever; but the proof of the matters 
 aforesaid shall be conclusive evidence of the debt. 
 
 Names and Addresses of Subscriber f. 
 
 John Bernard Locke, 19, St. James' TeiTace, 
 Southgato Koad, in the County of Middle- 
 sex, Gentleman 
 
 Thomas Walker, 1, Elm Coui-t, Temple, in the 
 City of London, Barrister-at-Law 
 
 Thomas Campbell, 5, Westbourne Street, Hyde 
 Park Gardens, in the County of Middlesex, 
 Es( luire 
 
 John Geary, of Hyde Side, Edmonton, in the 
 County of Middlesex, EHcpiire 
 
 Henry Chatteris, of 5, Lothbury, in the City 
 of London, Accountant 
 
 Alexander Dalrymple, 2G, N»'W Broad Street, 
 in the City of London, MtTchunt 
 
 Edward Pinder, 9, OakU-y Terrace, S.E., in the 
 County of Surrey, Doctor of Medicine 
 
 Number 
 
 of Shares 
 
 taken by 
 
 SubBcribera. 
 
 Twenty. 
 Twenty. 
 
 Twenty. 
 Twenty. 
 Twenty. 
 Twenty. 
 Twenty. 
 
 Dated the Hth day of March, 18G2. 
 
 Witness to the ahoiw Si<jnatures, 
 
 BENJAMIN HENDERSON, 
 
 No, 1, Spencer Villua, Wcsthill Jioad, Wandsivorth, 
 
 Gentleman, 
 
irsuance of 
 prove the 
 
 i, nor that 
 at which 
 
 <^hich such 
 nor any 
 
 le matters 
 
 Number 
 
 of Shareg 
 
 taken by 
 
 yubBcrlberg. 
 
 Twenty. 
 Twenty. 
 
 Twenty. 
 
 fwenty. 
 
 fwenty. 
 
 Venty. 
 
 wenty. 
 
 tan. 
 
 SPECIAL RESOLUTIONS. 
 
 Special Resolutions passed at an Extraordinary General 
 Meeting of the Shareholdora of *' The London and Colonial 
 Bank, Limited," duly called and constituted, held at No. 83, 
 Lombard Street, in the City of London, on the 19th day oi 
 September, 18G2. Moved by Dr. Finder, seconded by Mr. 
 Locke, and resolved unanimously ; and confirn. id at a 
 second Extraordinary Meeting of such Shareholdoi's, duly 
 called and constituted, held on the 20th day of October, 
 1862 :— 
 
 1. That the Slst chiuso of the Articles of Association, as 
 to the amount of Calls, and interval between each, shall be 
 rt'praled, and that the following clause shall bo substitutod 
 for it, viz. : — 
 
 i< 
 
 No Call shnll exceed £5 a Share, and at leaat two 
 months shall intervene between the time appointed 
 for the payment of two successive Calls." 
 
 2. That the 71st clause of the Articles of Association, as 
 to the continuance in oUice of the lirst Directors, shall bo 
 
'^1' 
 
 42 
 
 repealed, and that the following clause shall be substituted 
 for it, viz. : — 
 
 " The first Directors, and any other Directors ajipointed 
 by the Board, shall continue in office until the first 
 Ordinary Meeting in the year 18G4, and until 
 others are aj)pointed as hereinafter is mentioned," 
 
 3, That the 78th clause of the Articles of Association, as 
 to the qualification of Directors ai)pointed after the second 
 Ordinary Meeting, shall be rei)ealed, and that the following 
 clause shall be substituted for it, viz. : — 
 
 f 
 
 rr' 
 
 IS: 
 
 i 
 
 *' No person, not being a Director at the time of the 
 second Ordinary ]\leeting, shall be eligible to the 
 office of Director, unless he be the holder of at least 
 twenty Shares, and shall have held such Shares at 
 least three months next preceding the day of elec- 
 tion, nor unless he shall have given to the Com])any 
 notice in writing of his willingness to be elected at 
 least ten days and not more than three months pre- 
 vious to the day t)f election. Provided always, 
 that any Director retiring by rotation shall bo 
 deemed willing and I'ligibleto be re-elected witlumt 
 such notice, unless he shall have given to the Com- 
 pany notice in writing of a contrary intention at 
 least twenty-one days before the day of election." 
 
 •1. That the 81st clause of the Articles of Association, as 
 to the remuneration of Directors, shall be ri'pealed, and that 
 the folhiwing clause shall be substituted for it, viz. : — 
 
 "The Directors shall bo entitled to set ajiartand n^ceive 
 for their remuneration, in each and every yc.ir, 
 oommuncing from the date of the tirst uUotment of 
 
Ibstituted 
 
 Appointed 
 the iirst 
 M until 
 pioiied." 
 
 atiou, as 
 e second 
 Allowing 
 
 of t]ie 
 to tlie 
 Ht least 
 laroH at 
 of elec- 
 t>nij)any 
 ^cted at 
 hn pre- 
 ilways, 
 Kill be 
 'itliout 
 ' Coiu- 
 ion at 
 on." 
 
 in, as 
 that 
 
 coive 
 It of 
 
 43 
 
 Shares, the sum of £3,000; and whenever the Com- 
 pany sliall declare a dividend on the paid-up Capi- 
 tal exceeding £6 per cent., and not exceeding ;£8 
 per cent., the Directors shall receive an additional 
 remxmeration of £1,000 ; and whenever the Com- 
 pany shall declare a dividend on the paid-up Caj)i- 
 tal exceeding £8 per cent,, and not exceeding i; 10 
 per cent., the Directors snail receive an additional 
 remuneration of £2,000, over and above the isaid 
 sum of £3,000 ; and whenever the Company shall 
 declare a dividend on the ^ aid-up Cai)ital, exceed- 
 ing £10 per cent., the Directors, in addition to the 
 foregoing reinunei'ation, shall receive the sum of 
 £1,000 for every £2 per cent, of dividend declared 
 beyond the aforesaid sum of £10 per cent." 
 
 5. That the 1st and 2ud Articles of Tie 100th clause of 
 the Articles of Association, as to the promoters' remunera- 
 tion, and as to the expenses of establishing the Company, 
 shall bo repealed, and that the following Articles shall bo 
 substituted for them, viz. : — 
 
 ** 1. In consi(h'riition of tlio great labour, expense, and 
 risk which the promoters have been put to and 
 incurred, in and relating to the promotion and for- 
 mation of the Company, and the Registration of 
 the Memorandum and Articles of Association 
 thereof, and the ])r(wnt Special Resolutions, the 
 Directorh' shall, when and so soon as 5,000 Shares 
 shall have b(!en allotted to Shareholders who shall 
 liavo become legally llnble to pay Calls thereon, pay 
 to tht^ promot(!rs, their executoi-s, administrators, 
 or assigns, the sum of £0,500, in full satisfaction of 
 their n^sjxtctivo claims, for or on account of any of 
 the oauscH aforesjiid, and in t'till of all the charges 
 
I'!; ,1 
 
 ■'■: 
 
 i 
 
 m 
 
 h^- 
 
 44 
 
 of whatever description incurred by the said parties, 
 either on their own behalf, or on behalf of the 
 Company prior to the day on which such allotment 
 of Shai-es shall be made." 
 
 6. That the 3rd Article of the 100th clause of the Articles 
 of Association, as to the appointment, removal, suspension, 
 and remuneration of Solicitors, General Managers, and Officers, 
 shall be repealed, and that the two following Articles shall 
 be substituted for it, viz. : — 
 
 " 2. They may, except as by these presents is otherwise 
 provided, appoint, and at their pleasure may remove 
 or susi)end, a Solicitor or Solicitors for the Company, 
 a General Manager, and a Seoretaiy, and such 
 Managing Directors, Local Managers, and Local 
 Directors, and such other Officers, Clerks, and Ser- 
 vants, either for permanent, or tenipoi-ary, or spe- 
 cial services, as they may from time to time deem 
 expedient for carrying on the business of the Com- 
 pany, and may determine the duties and powers of 
 any of the parties aforesaid, and may fix the 
 amounts of their respective salaries and emoluments, 
 and may pay the same out of the funds of the Com- 
 pany. Provided always, that for the susj)ension or 
 dismissal of the General Manager, the votes of a 
 majority of not less than three-fourths of the 
 Directors present at a meeting of the Dircctora 
 specially convened for that i)vn"pose shall be neces- 
 sary. 
 
 Art| 
 
 Int 
 
 folM 
 
 •' 3, Th<>y shall in all cases rcqxiire security to be given 
 by ev»>ry General Manager, Sc^cretary, Managing 
 Director, Local Manager, Officer, Clerk or Servant, 
 before he sliall enter upon the duties of his office, in 
 
Id parties, 
 F of the 
 allotment 
 
 45 
 
 such an amount as they shall think sufficient to 
 insure the faithful discharge of his duties." 
 
 ' Articles 
 ppension, 
 I Officers, 
 ^es shall 
 
 'herwise 
 remove 
 
 mpany, 
 
 id such 
 
 J Local 
 Qd Ser- 
 |or spe- 
 e deem 
 3 Com- 
 v^ers of 
 X the 
 Hents, 
 Com- 
 on or 
 
 of a 
 the 
 ctora 
 
 3Ce8- 
 
 ven 
 
 nt, 
 in 
 
 7. That the 5th Article of the 100th clause of the 
 Articles of Association, as to the establishment of Banks in 
 India and the colonies, shall be repealed, and that the 
 following Articles shall be substituted for it, viz. : — 
 
 '* They shall establish a Bank at Montreal in Lower 
 Canada, and may also establish such other Banks, 
 Agencies, and Local Boards in India, and in any 
 of the colonies and dependencies of Great Britain, 
 and may do all such acts, matters, and things as 
 may be necessary for any of the jmrposes aforesaid, 
 and as will enable them to comply with, conform 
 to, or satisfy any Local Law, or any Act of a 
 Colonial or other Legislature or Legislative Council 
 with reference to any of the matters aforesaid, and 
 may make such regulations for the management of 
 any such Bank, Agency, or Local Board as the 
 Directors may from time to time think proper. 
 They may pay the expenses occasioned by any of 
 the mattei-s aforesaid out of the f\inds of the 
 Company, and may discontinue all or any of such 
 Banks, Agencies, or Local Boards, as and when 
 they think tit." 
 
 8. That the lOGth clause of the Articles of Association, as 
 to certain expenses to bo placed to '* The Preliminaiy 
 Expenses Account," shall be re])ealed, and that the follow- 
 ing clause shall be substituted for it viz. : — 
 
 •'Provided, nevertheless, that all costs, charges, and 
 expenses incurred or sustjiined in or about the estab- 
 lishment of the Company, and the payment of the 
 
11 
 
 46 
 
 promoters' remuneration, the fun\iture and fittings 
 of ofiiees, expenses attendant upon the formation 
 of Banks, Agencies, and Local Boards, and any 
 other costs, chai'ges, or expenses which the Board 
 consitler may be fairly deemed and treated as pre- 
 liminary, shall be placed to a separate account, to 
 be called 'The Prelim icary Expenses Account,' 
 and shall be chargeable on the profits of the 
 Company over a period of not less than ten years, 
 nor more than twenty yeai"s, as the Board may 
 deem expecUent." 
 
 9. That the following clauses shall be added to the Articles 
 of Association : — 
 
 *'XXI. FIRST AUDITORS AND OFFICERS OF 
 THE COMPANY. 
 
 " 138. Henry Chatteris, of 5, Lothbuiy, in the City of 
 London, Accountant; Theodore Jones, of Moor- 
 gate Street, in the same City, Accountant ; and 
 Thomas Walker, of Elm Court, Temple, in the 
 same City, Barrister-at-law, shall be the first and 
 present Auditors." 
 
 «' 139. Messrs. Ashurst, Son, and Morris, of the Old 
 Jewry, in the City of London, and Messrs. Flux 
 and Argles, of No. 9, Mincing Lane, in the same 
 City, shall be the first and present Solicitoi's." 
 
 " UO. James Abraham Foot, of 10, King's Bench Walk, 
 Ten\i)le, in the City of London, Barrister-at-Law, 
 shall be the first and present Standing Counsel." 
 
 " 141. James Foly shall bo the IManaging Director of 
 the Bank of Montreal, in tiower Canada. Ho 
 
 
fittings 
 ormation 
 land any 
 J»e Board 
 |d as pre- 
 count, to 
 Account/ 
 of the 
 \n years, 
 [rd may 
 
 47 
 
 shall be paid a competent salary, and shall obey all 
 lawful orders and directions of the Directors, and 
 shall give security for the due and faithful per- 
 formance of his office, in such amount as the 
 Directors may reasonably think fit to require. 
 Notwithstanding anything hereinbefore contained 
 to the contrary, he shall only be removed from his 
 office by a vote of three-fourths of the Directors 
 present at a Meeting of Directors sjiecially con- 
 vened for that purpose. 
 
 Articles 
 
 8 OF 
 
 City of 
 ' Moor- 
 t ; and 
 
 in the 
 ■at and 
 
 le Old 
 Flux 
 same 
 
 Valk, 
 Law, 
 1." 
 
 •r of 
 Ho 
 
 M. 8. nickcrby, Printer, Unnd Court, Upper Tl.nmos Street. K 0.