SECRETARIAL PRACTICE
Trust Deeds
Trust Deeds should contain the following provisions:

1. Where provision is made that the security shall be repayable

at a premium, either at a fixed date or at any time upon
notice having been given, the Trust Deed must further
provide that should the Company go into voluntary liquida-
tion for the purpose of amalgamation or reconstruction the
security shall not be repayable at a lower price.
The following clause should be inserted in all Deeds: ‘The
statutory power of appointing new Trustees hereof shall be
vested in the Company, but a Trustee so appointed must
in the first place be approved of by a Resolution of the
Debenture (or Debenture Stock) holders passed in the
manner specified in the Schedule hereto. A
Corporation or Company may be appointed a Trustee of
these presents.’
3

In the clause regulating the convening of meetings of the
Debenture (or Debenture Stock) holders, the following
words should be inserted: ‘and the Trustee or Trustees
shall do so upon a requisition in writing signed by holders
of at least one-tenth of the nominal amount of Debentures
‘or Debenture Stock) for the time being outstanding.’

The clause defining an ‘Extraordinary Resolution’ must
provide that ‘the expression ‘‘ Extraordinary Resolution”
means a resolution passed at a meeting of the Debenture
(or Debenture Stock) holders duly convened, and held at
which a clear majority in value of the whole of the Deben-
ture (or Debenture Stock) holders is present in person or by
proxy and carried by a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of
hands, and if a poll is demanded then by a majority
consisting of not less than three-fourths in value of the
votes given on such poll.” (See Note II below.)

Should Debentures or Debenture Stock be entitled ‘First
Mortgage,” provision must be made for the creation of a
specific first mortgage in favour of the Debenture or
Debenture Stockholders. .

4.

5

Note I.—Although not included in the official list of require-
ments, the Trust Deed should also contain the following provis-
ions:

The charge for a Stock Certificate issued to replace one worn
out, &c., must not exceed Is.

Where Stock is partly repaid new Certificates must be issued.
It is not sufficient to stamp the old Certificate.
Stock should be transferable in multiples of f1.

Note I1I.—If preferred the following clause may be substituted
for No. 4: