THE COMPANIES ORDINANCE
(CAP. 212)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
{State the
name of your company}
__________________
1.
The
name of the Company shall be ………………………………
2.
The
registered office of the Company shall be situated in Tanzania.
3.
The
objects for which the Company is established are:-
(a)
To
carry on the business as Transporters of different kind of Agricultural goods,
Industrial goods and such other goods as may be available from time to time
within and outside the country, and to construct, equip, purchase or hire
buses, vehicles, boats and to carry on the business of carriers by land or sea
or air.
(b)
To
operate motor transport of all kinds, including the leasing or hiring for any
period or number of journey, to run the business of tours, lories, trucks,
tractors and such other vehicles as may be needed for hire purposes
(c)
To
carry on business of garage proprietors and of service stations for motor
vehicles of all kinds and to carry on
business of safe keeping, cleaning, repairing, refueling and the general care
of motor vehicles.
(d)
To
construct, equip, maintain and work as owners of omnibuses or other vehicles
appropriate for carriage of passengers or goods
(e)
To
engage in the business of motor vehicle
reconditioning, to run garages for purposes of repairing, reconditioning of
motor vehicles and other machineries, to do all kinds of engineering works
relating to installation of machineries, maintenance, inspections and other
engineering services.
(f)
To
carry on the business of animal husbandry and to act as agriculturists,
horticulturists, viticulturists and to establish centres for wholesale, retail,
export and import of animal husbandry products, agricultural inputs
horticultural products, veticultural products and such related products as may
be available from time to time.
(g)
To
undertake assignments as business managers, consultants, investment analysts
and to take part in the management of any company and to employ any person,
firm or Corporation on any assignment to be undertaken by the company.
(h)
To
acquire, invest whether directly or in partnership with others, undertake and
carry on the whole or any part of the business, property and liabilities of any
person or company which may seem capable of being conveniently carried on
directly or indirectly to enhance the value and render profitable any of the
company's property or rights.
(i)
To
enter into contracts, agreements arrangements and joint ventures with any other
Company for the carrying out by the company or such other companies on behalf
of the company of any of the objects for which the company is formed.
(j)
To
purchase, take on lease or by any other means acquire and to hold any land or
property for any estate or interest whatsoever and any rights, privileges or
easements over or in respect of any buildings houses, factories, mills, works,
machinery, rolling stock, plant or any real or personal property or rights of
any kinds.
(k)
To
acquire by purchase or otherwise lands and properties or otherwise acquire
rights of occupancy and generally to secured and tenure whatsoever, whether subject to any charges or
encumbrances, and to hold or to sell let or alientante, mortgage or otherwise
deal with all or any such lands.
(l)
To
apply for, purchase, or otherwise acquire and protect and renew in any part of
the world any patents, patent rights, trade marks, designs, licenses,
concessions, and the like conferring any exclusive or non-exclusive or limited
right to their use, or any secret or
other information as to any invention which may seem capable of being
used for any of the purposes of the company, or acquisition of which may seem
calculated directly or indirectly to benefit the company, and to use, exercise,
develop, or grant licenses in respect
of, or otherwise turn to account the property, rights or information so
acquired, and to expend money in experimenting upon, testing or improving on
such patents, inventions or rights.
(m)
T
o acquire any such shares, stocks, debentures, debenture stock, scripts, bonds,
notes, securities, obligations, funds or loans by original subscription,
tender, purchase, participation in syndicates, exchange or otherwise, and to
guarantee subscription thereof, and to exercise, and enforced all rights and
powers conferred by or incidental to ownership thereof, and to vary and
transform from time to time as may be considered expedient any of the company's
investments for the time being.
(n)
To
acquire and take over the whole or any part of the business, property and
liabilities of any company or person carrying on any business which the company
is authorized to carry on, possessed of any property or assets suitable for the
purpose of the company.
To pay for any property or
assets acquired by the company either in cash or full or partly paid shares or by the issue of securities or
obligations, or partly in one mode and
partly in another and generally on such
terms as may be determined.
(o)
To
lend money and/or guarantee the performance of the contracts or obligations of
any company ,firm or person , and the payment and repayment of the capital and
principal or, dividends, interest or premium on , any stock, shares and
security of any company, whether having objects similar to those of the company or not, and to give all
kinds if indemnities, and to make and receive subvention payments.
(p)
To
borrow or raise or secure the payment of money by bank overdrafts,
mortgage, or by the issue of debenture stock, perpetual or otherwise,
or in such other manner as the company's property or assets, present and
future, including its uncalled capital, and collaterally or further to secure
any securities of the company by a trust deed or other assurance.
(q)
To
issue and deposit any securities which the company has power to issue by way of
mortgage or secure any such sum less than the nominal amount of such
securities, and also by way of security
for the performance of any contract or obligations of the company or of
its customers or of any other company or person having dealings with the
company, or in whose business or undertakings the company is interested.
(r)
To
receive money on deposit with or without interest thereon.
(s)
To
establish promote, join in the establishment or promotion of, any other company
whose objects, shall included the taking over of any of the assets and
liabilities of the company or the promotion of which shall be calculated to
advance its interests.
(t) To
amalgamate with any other company, whose objects
are or
include objects similar to those of the company.
(u) To distribute any of the company's property or assets.
among the members in specie.
(v) To do all such acts and
things as are incidental or conducive
to the attainment of the above objects. Its is hereby declared that the
wold " company" except where used in reference to the company shall be
deemed to include any partnership, or other body of persons whether
incorporated and whether not existing or hereinafter to be formed.
(w) It is furthermore
expressly declared that the intention in
that the of the foregoing paragraphs of this clause shall be construed
in the most liberal way and shall in no way be limited or restricted by
reference to any other paragraph or by any inference drawn from the terms of
any other paragraph.
4.
The
liability of the members is limited to their respective shares.
5.
The
authorized capital of the company at the date of registration of this
Memorandum of Association is Tanzania Shillings 150,000,000/= (state yours…………………..)divided into 100 shares of
Shs. 1,500,000/=(state yours………………) each
with power for the company to increase or reduce such capital and to divide the
shares in the capital for the time being, whether original or increased, in
different classes, and to attach thereto respectively any preferential,
deferred, qualified or special rights, privileges or conditions and so that
unless the conditions of issue shall otherwise expressly declare every issue of
shares, whether preference of otherwise, or any such rights, privileges or
conditions shall not be altered or modified except in accordance with the Articles
or Association registered herewith.
We , the several persons
whose names, addresses and descriptions are subscribed, are desirous of being
formed into a company in pursuance of this memorandum of Association and we
respectively agree to take the number or shares in the capital of the company
set opposite our respective names.
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Names, addresses and
Description of
Subscribers
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No
. of Shares
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Signature
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Dated this________day
of_________________________2004
WITNESS to
the above Signature
Name________________________________
Signature_____________________________
Postal
Address_________________________
_________________________
Qualification__________________________
THE COMPANIES ORDINANCE
(CAP 212)
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
State your
company
_______________________
1.
in
these Articles inconsistent with the subject or
context:
" The Board"
means the Board of Directors for the time being of the company
"Dividend"
includes bones;
"Member" means
the registered holder of a shares in the company.
"The ordinance"
means the Companies Ordinance ( Cap. 212);
"The Seal" means
the common seal of the company;
"Secretary"
means any person appointed to perform the duties of the Secretary of the
company;
Words denoting the
singular include the plural and vice-versa and words denoting the Masculine
gender include the feminine gender. Words denoting persons include
Corporations, companies, partnership, cooperative societies and the like.
Reference herein to any
provision of the Ordinance shall be construed as a reference to Such a
provision as modified by any statute for the time being in force.
2.
The
regulations contained in Table A of the first Schedule to the ordinance shall
not Apply to the company.
3.
The
Company is a private company and accordingly.
(a)
The
right to transfer shares is restricted in manner hereafter prescribed;
(b)
The
members of the company (exclusive of persons who are in he employment of the
company) is limited to fifty; PROVIDED THAT, where two or more persons hold one
or more shares in the company jointly, they shall, for the purpose of this
article, be treated as a single member
(c)
Any
invitation to the public to prescribe for any shares or debentures of the
company is prohibited; the company shall not have power to issue share warrants
to bearer.
CAPITAL
4.
The
share capital of the company at the date of
registration of these Articles of
Association is Tanzanian Shillings 1,000,000/= divided into 10 shares of
Tanzania shillings 100,000/= each
5.
Without
prejudice to any special rights previously conferred on the holder of any
existing deferred or other special rights or such restrictions, whether in
regard to dividend, voting, return of capital or otherwise, as the company may
from time to time, by ordinary resolutions determine.
6.
The
rights conferred upon the holders of the
holders of the shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue of the shares of
that class, be deemed to be varied by
the creation or issue of further shares ranking pari passu therewith.
ALLOTMENT OF SHARES
7.
Subject
to the provisions of these Articles the shares shall be at the disposal of the
Directors, and they May (subject to the provisions of the Ordinance) allot, grant option over or
otherwise dispose of them to such persons, on such terms and conditions, and at
such times as they think fit, but so that no share shall be issued at a discount, except in accordance with the
provisions of the Ordinance.
CALLS ON SHARES
8.
The
Directors may, from time to time, subject to the provisions of these Articles
and to any conditions of allotment, make such calls upon the shareholders in
respect of all moneys unpaid on their shares as they may think fit. A call may
be revoked or postponed as the Directors may determine.
CERTIFICATES
9. Every person, whose name is entered as
a member in the register shall be entitled, without any payment, to receive
within two months after allotment or lodgment of transfer or within such other period as the condition of
issue shall provide, a certificate under the seal specifying the shares
allotted or transferred to him and the
amount paid thereon, provided that in the case of joint holders, the company
shall not be bound to issue more than one certificates to each of the joint
holders and delivery of such certificate to any one of them shall be sufficient
delivery to all.
10. If
any such certificate shall be worn out, defaced, destroyed or lost, it may be
renewed on such evidence being produced, as the Directors shall require and it
may be renewed in case of wearing out or defacement on delivery of the old certificate and in case of destruction or
loss on execution of such indemnity. In
case of destruction or loss, the member to whom such renewed certificate is
given, shall also bear and pay to the Company all expenses incidental to the
investigation by the company of the evidence of such destruction or loss and to
such indemnity.
PROHIBITION OF DEALING IN
COMPANY'S SHARES
11. The company shall not give, whether directly
or indirectly or whether by means of
a loan guarantee, the provision of security or otherwise financial assistance
for the purpose of or in connection with the purchase or subscription made or
to be made by any person or for any shares in the company or in its holding
company ( if any) nor shall the company make a loan for any purpose whatsoever
on the security of its shares or those of its holding company ( if any), but
nothing in these Article shall prohibit transactions mentioned in the provision
to section 46 (1) or the Ordinance.
LIEN
12
The
company shall have a first and paramount lien on every share for all moneys
(whether presently payable or not) called or payable at a fixed time in respect
of that share and the company's lien, if any, on a share, shall extend to all
dividends payable thereon.
TRANSFER OF SHARES
13.
All
transfer or shares may be effected by transfer in writing in
the usual common form, under hand only.
14. The instrument of transfer of a share
shall be signed by or on behalf of the transferor and transferee and the transferor shall be
deemed to remain the holder of the share until the name of the transferee is
entered in the register in respect thereof.
15 The Directors may refuse
to register a transfer of any share to
any person who in their opinion is undesirable in the interests of the company
to admit to membership. No transfer
shall be registered by any reason thereof
if the numbers would exceed the limit herein before prescribed.
16.
The Directors may refuse to register any transfer of a share where the company has
a lien on the share.
17.
If
the Directors refuse to register a
transfer, they shall, within two months after the date on which the
transfer was lodged with the company, send to the transferee notice of the refusal.
18.
The
Directors may decline to recognize any instrument of transfer unless the
instrument of the transfer is deposited at the office or such other place as
the Directors may appoint, accompanied by the certificate of the shares to
which it relates and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer.
TRANSMISSION OF SHARES
19.
In
case of the death of a shareholder, the survivor or survivors (when the
deceased was a joint holder) and the executors or administrators of the
deceased ( when he was a sole or only surviving holder), shall be the only
persons recognized by the company as having any title to his shares, but
nothing herein contained shall release the estate of a deceased holder ( whether sole or joint) from any liability in respect of any share solely or
jointly held by him.
20.
Subject
to any other provision of these articles, any person becoming entitled to a
share in consequence of the death or bankruptcy of a member may, upon such
evidence as to his title being produced as may from time to time be required by
the Directors and subject as hereinafter provided, be registered himself as a
holder of the share or elect to have some person nominated by him as the
transferee thereof.
21.
Subject
to any other provision of these Articles, if the person so becoming entitled
shall elect to be registered himself, he shall deliver of send to the secretary, at the registered
office or the company, a notice in writing , signed by him, stating that he so
elects. If he shall elect to have his nominee a
transfer of such share. All the limitations, restrictions and provisions
of these Articles, relating to the right to
transfer of such share. And
the registration of transfer as aforesaid, as if the death of
bankruptcy of the member had not
occurred and the notice of transfer executed by such member.
22.
A
person becoming entitled to a share, in consequence of the death of bankruptcy
of a member, shall be entitled to receive and my give a good discharge for all
dividends and other moneys payable in respect thereof, but shall not be
entitled to receive notices of or to attend or vote at meetings of the company
or, save as aforesaid, to any of the rights or privileges of a member until he
shall become a member in respect of the share.
FORFEITURE
OF SHARES
23.
If
any member fails to pay the whole or any part of any call on or before the day
appointed for the payment thereof, the Directors may at any time thereafter
during such times as the call remains unpaid or any part thereof, serve a
notice on him requiring him to pay such call or such part thereof as remains
unpaid together with any accrued interest and any expenses incurred by the
company by reason of such non-payment.
24.
The
notice shall name a further day ( not being less than fourteen days from the
date of the notice) on or before which such call or any part thereof as
aforesaid and all such interest and expenses as aforesaid, are to be paid. It shall also name the place where payment
is to be made and shall state that in the event of non-payment, on or before
the time and at the place appointed, the shares in respect of which such call
was made will be liable to be forfeited.
25.
If
the requirements of any such notice as aforesaid are not complied with, any
share in respect of which such notice has been given may, at any time
thereafter, before payment of all calls, interest and expenses due in respect
thereof has been made , be forfeited by a resolution of the Directors to that
effect.
26.
A
forfeiture of shares under the preceding Article shall include all dividends
declared in respect of the forfeited shares not actually paid before the
forfeiture.
27.
Where
any share has been forfeited in accordance with these Articles, notice of the
forfeiture, by transmission as the case may be, shall forthwith be given to the
holder of the shares and an entry of such notice having been given and of the
forfeiture with the date thereof shall forthwith be made in the register
opposite to the entry of the share; but no forfeiture shall be in any manner
invalidated by any omission or neglect to give such notice or to make such
entry as aforesaid.
28.
Notwithstanding any such forfeiture as aforesaid, the
Directors may, at any time before the forfeited share has been otherwise disposed
of, permit the share so forfeited to be redeemed upon the terms of payment of
all calls, interest due upon and expenses incurred in respect of the share and
upon any further or other terms they may think fit.
29.
Every
share which shall be forfeited shall thereupon become the property of the
company and my be either cancelled or sold or re-allocated or otherwise
disposed of , either to the person who was before forfeiture the holder thereof
or entitled thereto or any other person, upon such terms and in such manner as
the Board shall think fir and whether with or without all or any part of the
amount previously paid on the shares being credited as paid. The Directors may, if necessary and subject to the provisions of the Act, authorized the transfer of a forfeited share to any
other person as aforesaid.
30.
A
person whose shares have been forfeited shall cease to be a member in respect
of the forfeited shares, but shall,
notwithstanding, remain liable to pay to the company all moneys which, at the date of forfeiture,
were presently payable by him to the company in respect of the share, with
interest thereon at such rate equal to the prevailing prime lending rate of the
bank, but his liability shall cease if
and when the company receives payment in full of the nominal amount of the
shares plus accrued interest thereon.
31.
A statutory declaration in writing that the
declarant is a Director of the company has been duly forfeited on a date stated in the d declaration shall be
conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share. The
company, through its secretary, may receive the consideration, if any, given
for the above on any sale or disposition thereof and may execute a transfer of
the share in favour of the person to whom the share is sold or disposed of and
he shall thereupon be registered as the
holder of the share and shall not be bound to see as to the application of the purchase money, if
any, nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, sales or disposal
of the share.
32.
The
provision of these regulations, as to the forfeiture, shall apply in the case
of non-payment for any such share, by the terms of issue of which it becomes
payable at a fixed time, whether on account of the amount of the shares or by
way of premium, as if the same had been payable by virtue of a call duly made
and notified.
INCREASE OF CAPITAL
33.
The
company may from time, by ordinary resolution, increase the share capital by
such sums, to be divided into shares of such amount, as the resolution shall
prescribed.
34.
The
company, by the resolution increasing the capital, may direct that the new
shares or any of them be offered in the instance either at per or at a premium
or (subject to the provisions of section 38; of the Ordinance) at a discount to
all the holders for the time being of
shares, of any class or classes, in proportion to the number of such shares
held by them respectively or may make
any other provisions as to the issue of the new shares. In the absence of any
such direction or so far as the same shall not provide, the new shares shall be
at the disposal of the Board, which may offer, allot, grant options over or
otherwise dispose of them to such person
and on such terms as it shall think fir.
35.
Unless
otherwise stated in the terms of the issue, the new share shall be subject to
the same provisions with reference to the payment of calls, lien, transfer,
transmission, forfeiture and otherwise, as the original share capita.
ALTERATION OF CAPITAL
36.
The
company may be ordinary resolution:
(a)
Consolidate
and divide all or any of its share capital into shares of larger amount than
its existing share;
(b)
Sub-divide
its existing shares, or any of them, into shares of smaller amount than is
fixed by the Memorandum of association, subject, nevertheless, to provisions of
section 51 (1) (d) of the Ordinance:
(c)
Cancel
any shares which, at the date of the passing
of the resolution, have not been taken or agreed to be taken by any
person and diminish the amount of its capital by the amount of shares so
cancelled.
37.
The
company may, subject to the Ordinance, by special resolution, reduce its share
capital and any capital and any capital redemption fund in any manner as deemed
necessary.
BORRORWING POWERS
38.
The
Directors may exercise all the powers of
the company to borrow money and to mortgage or charge its undertaking, property
and uncalled capital or any part thereof and to issue debenture stock and other
securities whether outright or as a security for any debt, liability or
obligation of the company or of any third party.
GENERAL MEETING
39.
Subject
to the provision of section 112 of the Ordinance, General Meetings shall be
held at least once in every calendar year at such time not being more than
fifteen months after the holding of the last preceding General Meeting which
shall be called " ordinary General Meetings" and all other meetings
of the company shall be called Extraordinary General Meetings".
40.
The
Directors may, whenever they think fit, convene an Extraordinary General
Meeting and they shall, on the request in
writing of the holders of not less than one-tenth of the issued capital
of the company, upon which all calls or other sums then due have been paid,
forthwith proceed to convene an
Extraordinary General Meeting and the provisions of Section 114 of the
Ordinance shall apply.
NOTICE OF GENERAL MEETING
41.
Subject
to the provisions of section 113 and 117 of the Ordinance twenty one days notice at the least inclusive of the
day for which the notice is given, specifying the place, the day and the hour of the meeting and in case of special
business, specifying the nature of the business, shall be given to such persons
as are entitled, under the regulations of the company, to receive notice from
the company, PROVIDED that with the consent of all the members entitled to
receive notice of some particular meeting obtained in writing, such meeting may
be convened by such shorter notice and in such manner as those members may
think fit.
42.
The
non-receipt of a notice of a meeting by any member, shall not invalidate the
proceedings any meeting.
PROCEEDINGS AT GENERAL
MEETINGS
43.
All
business shall be deemed special that is
transacted at an extraordinary General Meeting and also all business
that is transacted at an ordinary General Meeting, with the exception of the
declaration and sanctioning of a divided, the consideration of the accounts,
balance sheet and the ordinary report of the Directors and Auditors, the
election of Directors and other officers in the place of those retiring by
rotation and the appointment and fixing of the remuneration of the Auditors.
44.
No
business shall be transacted at any General Meeting unless a quorum of members
is present at the time when the meeting proceeds to business, save as herein
otherwise provided two members personally present or represented by proxy shall be a quorum.
45.
If
within half an hour form the time appointed for the meeting a quorum is not present, the meeting, if
convened upon the requisition of members, otherwise than pursuant to article 40, shall be dissolved, in any
other case, it shall stand adjourned to
the same day in the next week, at the
same time and place and if at the adjournment meeting a quorum is not present
within half an hour from the time appointed for the meeting, the members
present shall be a quorum. It shall not
be necessary to give notice of any such adjourned meetings.
46.
The
Chairman, if any, of the Board of Directors, shall preside as chairman at every
General Meeting of the company. If there is no such Chairman or if at any
meeting he is not present within fifteen minutes after the time appointed for the meeting or is
unwilling to act as chairman, the Directors present shall choose one of the
members to act or if one Directors only
be present he shall preside as Chairman. If no Director be present or the
Directors present decline to take the
Chair, the members present shall choose one of their number to be
Chairman.
47.
The
Chairman may, with the consent for any meeting at which a quorum is present and
shall, if so directed by the meeting, adjourn
the meeting from time to time and
from place to place, but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
48.
At
any General Meeting, a resolution put to
the vote of the meeting shall be decided on a show of hands, unless a poll is
demanded, before or on a declaration of result
of the show of hands, by a member present in person or by proxy and entitled to
vote and unless a poll is so demanded, a
declaration by the chairman that a resolution has no a show of hands, be
carried or carried unanimously or by particular majority or not carried or
particular majority or lost and an entry to that effect in the proceedings of
the company shall be conclusive evidence
of the fact without proof of the number of proportion of the votes recorded in
favour of or against such resolution.
49.
If
a poll is duly demanded, it shall be taken in such manner as the chairman
directs and the result of the poll shall be deemed to be the resolution of the
meeting at which the poll is demanded. A
demand for a poll may be withdrawn at any time before the next business is
proceeded with.
50.
In the case of an equality of votes, whether of
a show of hands or on a poll, the chairman of the meeting at which the show of
hands takes place or at which the poll is demanded, shall be entitled to a
second or casting vote.
51.
A
poll demand on the election of a chairman or on a question of adjournment,
shall be taken forthwith. A poll
demanded on any other question, shall be taken
at such time as the chairman of
the meetings directs, not being more
than fourteen days from the date of the meeting.
52.
A
demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which a poll has been
demanded.
VOTES OF MEMBERS
53.
On
a show of hands, every member present in person shall have one vote and for
this purpose a person who is present as the representative of a corporation shall be treated as if he
was a member present in person and on a
poll every member present in person or
by proxy shall have one vote for each share of which he is the holder.
54.
No
member shall be entitled to be present or to vote at any General Meeting,
either personally or by proxy for another member or to exercise any privilege as a member, unless all calls or other sums
presently payable by him or in respect of shares in the company have been paid,
whether such shares are held by him
alone or jointly with any other person or persons.
55.
No
objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the voter objected to is given or
tendered and every not disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be referred to the chairman
of the meeting, whose decision shall be final and conclusive.
56.
A
poll, or votes may be given either
personally or by proxy.
57.
The
instrument appointing a proxy shall be in writing under the hand of the
appointer or his attorney duly authorized in writing or if the appointer is a corporation either under seal or under
the hand of an officer or attorney duly authorized . A proxy need not be a
member of the company. The instrument should thereafter be annexed to the
minutes of the meeting as evidence of the proxy.
58.
An
corporation which is a member of the company may, by resolutions of its
Directors or other governing body, authorize such person or persons as it
thinks fit to act as its representative at any meeting of the company or at any
meeting of any class of members of the company and the persons so authorized
shall be entitled to exercise the same
powers on behalf of the corporation which they represent as the corporation
could exercise as if it were an individual member of the company.
59.
The
instrument appointing a proxy and the power of attorney or other authority, if
any, under which it is signed or a notarially certified copy of that power of
authority, shall be deposited with the Secretary, at the registered office of
the company, not less that forty eight hours before the time for holding the
meeting or adjourned meeting at which the person named in the instrument
proposes to vote and in default the instrument of proxy shall not be treated as
valid. Proxies may be sent to the Secretary by way of telecopier or telex or
other means of telecommunications, provided that the originals thereof are
delivered to the Secretary before the meeting.
In default of the deposit with the Secretary of the original of the
proxy thereof, the instrument of the proxy shall no be treated as valid.
60.
The
instrument appointing a proxy shall be deemed to confer authority to demand or
join in demanding a poll and generally to act at the meeting for the person
giving the power. Proxies may be permanent or for specific meeting.
61.
A
vote given in accordance with the terms of an instrument of proxy, shall be
valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of
the authority under which the proxy was executed or the transfer of the share
in respect of which the proxy was given, provided that no intimation in writing
of such death, insanity, revocation of transfer shall have been received by the
Secretary at the registered office of the Company before the commencement of
the meeting or adjourned meeting at which the proxy is intended to be used.
DIRECTORS
62.
Subject
to the provision of the Ordinance and unless otherwise determine by the company
in general Meetings, the number of Directors shall not be less than two nor
more than Seven in number. The first
Directors of the Company shall be :-
1.
state your name…………………………
2.
state your name………………………….
63.
There
shall be no share qualification for Directors.
64.
The
remuneration of the Directors shall from time to time be determined by the
company in General Meetings.
65.
The
Directors shall be entitled to be repaid all travelling, hotel and other
expenses incurred by them in and about the business of the company, including
their expenses of travelling to and from Board and Committee Meetings or
General Meetings.
66.
If
any Director, being willing, shall be called upon to perform extra services for
the purposes of the company, the company shall remunerate such Director by a
fixed sum or percentage of profits or otherwise as may be determined by the
Board and such remuneration may be
either in addition to or in substitution for his reimbursement above provided.
67.
Unless
otherwise determined by the company in General Meetings, the Chairman of the
Board of Directors shall be appointed by the Board and his remuneration shall be fixed by the Board and the General
Meeting of the Company.
POWERS OF DIRECTORS
68.
The
business of the company shall be managed by the Directors, who may pay all
expenses incurred in setting up and registering the company and any exercise
all such powers of he company as are not
by the Ordinance or by these articles required to be exercised by the company
in General Meeting, subject nevertheless to any regulations of these Articles,
to the provisions of the Ordinance and
to such regulations, being not inconsistent
with the aforesaid regulations or provisions, as may be prescribed by
Extra Resolutions of the company in General Meetings shall invalidate any prior
act of the Directors which would have been valid if such regulation had not
been made. The general powers given by this Article shall not be limited of
restricted by any special authority or power given to the Board by any other
Article
69.
The
Directors may from time to time and at any
time, under the seal, appoint any company, firm or person or any
fluctuating body of person, whether nominated directly or indirectly by the Board, to be the
attorney or attorneys of the company for such purposes and with such powers
authorities and discretion ( not
exceeding those vested in or exercisable by the Board under these Articles) and
for such periods and subject to such conditions as they may think fir and such
power of attorney may contain such provisions of the protection and convenience
of the person dealing with any such
attorney as the Board may think fit.
70.
The
Directors shall cause minutes to be made in books provided for the purpose of:;
(a)
all
the names of the Directors present at each meeting of the Directors and of any
committee of directors.
(b)
all
appointments of officers made by the Directors:
(c)
all
resolutions and proceedings of the Board of the Directors meetings and of
meetings of the Directors and committees.
DISQUALIFICATION OF DIRECTORS
71.
The
office of a Director shall ipso facto be
vacated;
(a) if
he be found lunatic or becomes of unsound mind;
(b)
if
he becomes bankrupt or compounds with his creditors;
(c)
if
he absents himself from the meetings of the Directors foe two consecutive
meetings or which notice was duly sent too him, without special leave of
absence by the Directors resolve that his office he vacated;
(d)
if
by Extraordinary Resolution, he be
removed from office;
(e)
if
by notice in writing to the Secretary, at the registered office of the company,
he resigns his office;
(f)
if
he shall, pursuant to the Ordinance, be prohibited from acting as Director.
PROCEEDINGS OF DIRECTORS
72.
Directors
may meet together for the dispatch of business, adjourn and otherwise regulate
their meetings, as they think fit. Questions arising at any meeting shall be
decided by a majority of votes. The Chairman shall have a deciding vote on all
decisions made on a show of hands. Two Directors may and the Secretary on the
requisition of two Directors shall, at any time, summon a meeting of the Board.
The chairman shall not so long as he holds such a position be eligible for
appointment as proxy for any of the shareholders and shall therefore have no
voting tight or decision made on a poll.
73.
The
quorum necessary for the transaction of the business of the Board may be fixed
by the Board, and unless so fixed shall be two.
74.
The
continuing Directors may act notwithstanding any vacancy in their body, but if
and so long as their number is reduced
below the number fixed by or pursuant to the regulations of the company as the
necessary quorum of Directors, the continuing
Directors may act for the purpose of increasing the number of Directors
may act for the purpose of increasing the number of Directors to that number or
summoning a General meeting of the company, but for no other purpose.
75.
The
Board may delegate any of its powers, other than its powers to make calls, to
any Director or committees consisting of such members as it thinks fit and the
Directors so delegated or committees so formed shall, in the exercise of the
powers so delegated, conform to any regulations that may be imposed on the
Directors or on the committees so delegated by the Directors.
76.
The
meeting and proceedings of any such committee consisting of two or more members shall be governed by
the provisions of these Articles regulating the meetings and proceedings of the
Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors
under the last preceding Article.
77.
All
acts done by an meeting of the Board or a committee or by any Director acting
under delegated powers, as provided in the preceding Articles, shall, as
regards all persons dealing in good faith with the company, notwithstanding
that it be afterwards discovered that there was some defects in the appointment
of any such committee or Directors acting as aforesaid, in that they of any of them were
disqualified, be as valid as if every such person had been qualified so to act.
78.
A
resolution in writing, signed by all the Directors for the time being shall be
as effective as a resolution passed at a meeting of the Directors duly convened
and held and may consist of several documents in the like form each signed by
one or more of the Directors.
79.
A
meeting of the Directors at which a quorum is present, shall be competent to
exercise all powers and discretion for the time being exercisable by the Directors.
DIVIDENDS
80.
The
profit of the company available for dividend and resolved to be distributed,
shall be applied in the payment of dividends to the members in accordance with
their respective right. The company in
General Meetings may declare dividends accordingly.
81.
No
dividend shall be payable except out of the profit of the company or in excess
of the amount recommended by the Board.
82.
When
any asset, business or property is
bought by the company as from the past
date (whether such date before or after the incorporation of the company) the
company shall, as from that date, take the profits and bear the losses thereof,
such profits or losses, as the case may be, shall , at the discretion of the
Board, be credited or debited wholly or in part to revenue account and in that
case the amount so credited or debited
shall, for the purpose of ascertaining the funds available for dividend, be
treated as a profit or loss arising from the business of the company and available
for divided accordingly. If any share or security are purchased
cum-dividend or interest, such dividend or interest, when paid may at the
discretion of the Directors be treated as revenue and it shall not be
obligatory to capitalize the same or any
part.
83.
All
dividends shall be declared and paid according to the amounts paid on the
shares and (for the purpose of this Article only) no amount paid on a share in
advance of calls shall be treated for purposes of payment of dividend. All
dividends shall be apportioned and paid pro-rata according to the amounts paid
on the shares during any portion or portions of the period in respect of which
the dividend is paid, but if any share is issued on terms providing that it
shall rank for dividend accordingly.
84.
The
Directors may deduct from any dividend or bonus payable to any member, all sums
of money, if any, presently payable by him to the company on account of calls
or otherwise.
85.
The
Director may retain any dividends and bonuses payable on shares on which the
company has a lien and may apply the same in or towards satisfaction of the
liability in respect of which the lien exists.
86.
No
unpaid dividend, bonus or interest shall bear interest as against the company.
RESERVES
87.
The
Directors may, before recommending any dividends whether preferential or otherwise, carry to reserve out of the
profits of the company such sums as they think proper and may also carry
to reserve any premiums received upon
the issue of shares, securities or obligations of the company. All sums standing to reserve may be applied
from time to time at the discretion of the Directors for meeting depreciation
or contingencies or for special dividends or bonuses or for equalizing
dividends or repairing, improving or maintaining any of the property of the
company or for such other purposes as the Directors may think conducive to the
objects of the company or any of them and pending such application may at the
like discretion either be employed in the business of the company or be
invested in such investments as the Directors think fit. The Directors may divide the reserve into such
special funds as they think fit and may
consolidate into one fund any special funds or any parts of any special funds
into which the reserve may have been
divided as they think fit. The Directors
may also, without placing any profit to reserve, carry over the same, which
they may think it not prudent to divide.
CAPITALIZATION
ON PROFITS AND RESERVES
88.
The
company in General Meeting may, upon the recommendation of the Directors,
resolve that it is desirable to capitalize any undivided profits of the company
not required for paying the f fixed dividends on any preference shares (
including profits carried and standing to the credit of any reserve or reserves or other special
account) and accordingly the Directors may be authorized and directed to
appropriate the profits resolved to be capitalized from the members who would
have been entitled to receive the same had such sum been distributed in cash in
accordance with their rights and to apply such profits on their behalf , either
in or towards paying up the amounts, if any, for the time being unpaid on any
shares held by such members respectively or in
paying up in full unissued shares, debentures or securities of the
company of a nominal amount equal to such profits, such shares, debentures or
securities to be allotted and
distributed, credited as fully paid up, to and amongst such members in the
proportion aforesaid or partly in one
way and partly in the other; PROVIDED
that, a share premium account and a capital redemption reserve fund may, for
the purpose of this article, only be
applied in the paying up of unissued shares to be issued to members of the
company as fully paid bonus shares.
89.
Whenever
such resolutions as aforesaid shall have been passed, the Directors shall make
all appropriations and applications of the undivided profits resolved to be
capitalized thereby and all allotments and issue of fully paid shares,
debentures or securities, if any, and generally
shall do all acts and things required to give effect thereof, with full
power and generally shall do all acts and things required to give effect
thereto, with full power to the Directors to make such provision by the issue
of fractional certificates or by payment in cash or otherwise as they think fit
for the case of shares, debentures or
securities becoming distributable in fractions and also where necessary
to de deliver a proper contract on behalf of all members interested into an
agreement with the company providing for the allotment to them respectively,
they may be entitled upon such capitalization and any agreement made under such authority shall be effective
and binding on all such members or registration as required by the Ordinance to authorize any person to enter on
behalf of all members interested into an agreement with the company providing
for the allotment to them respectively.
90.
A
General Meeting may resolve that any surplus moneys arising from the accretion
of any capital assets of the company or any investments representing the same
or any other undistributed profits of
the company not subject to charge for income tax, but not the mandatory reserve
as specified in Article 89 above, be distributed among the members on the
footing that they receive the same as capital.
ACCOUNTS
91.
The
Directors shall cause proper books of account to be kept with respect to:
(a)
all
sum of money received and expended by the company and the matters in respect of
which the receipt and expenditure takes place;
(b)
all
sales and purchases of goods by the company;
(c)
the
assets and liabilities of the company
92.
The
books of account shall be kept at the registered office of the company or
(subject to the provisions of the Ordinance at such other place or places as
the Directors think fit and shall always be open to the inspection of the Directors.
93.
The
Directors shall, from time to time and in accordance with section 123 and 124
of the ordinance, cause to be prepared and to be laid before the company in
General Meetings the profit and loss account, balance sheet and reports as are
referred to in that section.
94.
A
copy of every balance sheet including every document required by law to be
annexed thereto which is to be laid before the company in General Meeting
together with a copy of the Auditor's report, shall, not less than fourteen
days before the date of the meeting, be sent to all persons entitled to receive
notices of General Meeting of the company.
THE SEAL
95.
The
seal shall not be affixed to any instrument except by the authority of a
resolution of the Directors and shall be so affixed in the presence of at least
one director and the Secretary or some other person approved by the Directors,
both of whom shall sign every instrument to which the seal is o affixed in
their presence.
AUDIT
96.
The
company in General Meeting shall appoint Auditors of the company and their
tenure and duties shall be regulated in accordance with the Ordinance.
NOTICES
97.
Any
notice or document may be served by the company upon any member, either,
personally, or by telecopier or telex,
or by sending it through the post in a
prepaid registered place or address notified to the company
98.
Any
notice or document sent by telex or telecopier or prepaid post shall be given
to every member of the company.
99.
Save
as herein before provided, notice of every General Meeting shall be given to
every member of the company.
INDEMNITY
100.
Save
and except so far as the provisions of
this Article shall be avoided by any provisions of the Ordinance, the
Directors, Auditors and Secretary and other officers for the time being of the
company and the trustee, if any, for the time being acting in relation to any
of the offices of the company shall be indemnified out of its assets against
all costs, charges, expenses, losses and liabilities sustained or incurred by
him in the conduct of the company's business
or in the discharge of his duties.
Upon the construction or
meaning of any Article herein contained or any act, matter or thing made or
done or omitted to be done or with regards to the rights or liabilities arising
hereunder or arising out of the relations existing between the parties by reasons of these
Articles or the ordinance, such differences shall (unless a sole
arbitrator be agreed upon) forth with be referred to the
arbitration of three (3) arbitrators, one to be appointed by each party, and in
the event of failure to agree within thirty (30) days the procedure laid
down in the Arbitration Ordinance ( Cap.
15) or any existing statutory modifications or re-enactments thereof shall
apply.
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Name, addresses and
Description of subscribers
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No. of shares taken
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Signature
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Dated
this ……………….day of ……………. 2004
WITNESS
to the above Signatures:
Name__________________________________
Signature_______________________________
Postal
Address__________________________
___________________________
Qualification____________________________
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