334 SECRETARIAL PRACTICE

S. 100. Requires companies to file with the Registrar a copy
of any resolution changing the number of its
directors, while s. 104, in the absence of any
provision in the memorandum or articles, en-
ables a director of a public company to be
removed before the expiration of his period of
office by a special resolution passed at a general
meeting at which members holding not less than
three-fourths of- such of the issued shares as
carry the right of voting for the election of
directors are present. The meeting may also
by ordinary resolution appeint another person
in his stead.

S. 105. Lays down similar provisions to the English Act
of 1929, s. 149, as regards the disclosure by
directors of their interests in contracts.

S. 106. Roughly corresponds to s. 152 of the English Act of
1929, making void any provision in the articles
of a company or in any contract for exempting
any director, manager or other officer of the
company from or indemnifying him against any
liability in respect of any negligence, default,
breach of duty or breach of trust.

». 130. Prohibits house-to-house offers of shares in or de-
bentures of a company unless a prospectus has
been issued with respect to the shares or deben-
tures so offered and filed in accordance with
ss. 126 and 127 of the Act. These provisions are
not quite identical with those laid down by
5. 356 of the English Act, of 1929.

3. 155. Provides that the first annual general meeting of
every company shall be held within eighteen
months from the date of incorporation and
thereafter once at least in every calendar year
and not more than fifteen months after the
holding of the last preceding annual general
meeting.

S. 172. Enacts that every extra-provincial company which
carries on business in the Province shall be
registered under the Act within thirty days
after commencing to carry on business in the
Province.

S. 185. Renders it obligatory for every extra-provincial
company registered under the Act to keep at its
head office in the Province a register of its mem-
bers who reside in the Province. The register
must contain the full names, addresses and
occupations of the members and full particulars
of anv transfer of shares.