RESOLUTIONS

167

per share to the members of the company in proportion, as nearly as
may be, to their holdings, whether of preference or of ordinary shares,
and that the directors be authorised to dispose of all such new shares
as may not be taken up by the members of the company as aforesaid
to such persons and upon such terms as they may deem expedient in
the interests of the company.

RESOLUTION OF COMPANY TO ISSUE DEBENTURES.
THAT the directors be and they are hereby authorised to borrow the
sum of £50,000, and to secure the same by the issue of 500 debentures
of £100 each, bearing interest at the rate of 5 per cent. per annum
payable half yearly on and and charged upon
the undertaking of the company, and all its assets, present and future,
including its uncalled capital, and that except as aforesaid the said
debentures be issued upon such terms and conditions in all respects
as the directors think fit.

EXTRAORDINARY REsoLuTIiON TO WIND UP.
THAT the company cannot by reason of its liabilities continue its
business, and that it is advisable to wind up the same.

SpeciAL REesoLuTIiON TO WIND UP.
THAT the company be wound up voluntarily
As regards amendments to resolutions the following points Amend-
may be noted: ments.

Any amendment relevant to the motion may be moved,
provided that it does not go beyond the scope of the notice
convening the meeting, or of the business that mav be trans.
acted at a meeting without notice.

[f such an amendment is improperly withheld by the
chairman from the meeting, the Court will declare the reso-
lution invalid [Henderson v. Bank of Australasia (1890),
45 Ch. D. 330]. If such an amendment is passed, the chairman
should put to the meeting the resolution as amended. If
there are more amendments than one, they may be put to
the meeting in the order in which they are proposed, or, if
this is inconvenient, in the order which the chairman judges
most convenient. If an amendment is proposed to an
amendment, the former should be put first, and if it is passed,
the amendment as amended should then be put, followed
by the resolution as amended.

Where under the old law a special resolution required
confirmation, an amendment altering the terms of the resolution
could not be moved at the second meeting which must simply
confirm or reject the resolution as passed at the first meeting
[Wall v. London & Northern Assets Corporation (1898),
2 Ch. 469).