Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

Usage license:: Get license information via the feedback formular.

Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter IV. Articles of association

Collection:: Economics Books

ARTICLES OF ASSOCIATION 2T The danger of hybrid articles, ¢.e. Table A with modifications, is well illustrated by the cases of Fisher v. Black & White Publishing Company (1901, I Ch. 174), and R. Paterson and Sons v. Paterson (1916, W.N. 352). [t may be found useful to notice some of the chief points vhich require special attention in preparing the articles of association. The articles should provide for the purchase by the com- pany of the business it is formed to acquire, whether by entering into an agreement already prepared but not exe- cuted, or by adopting an agreement already made between the vendors and certain persons as trustees for the proposed company. If any of the vendors are also directors, it. is usual and advisable to insert a provision for their protection; but the protection will not be effective unless it covers the facts of the particular case and the extent of the protection ls open to some doubt. [See Ommium Electric Palaces v. Baines (1914) 1 Ch. 332 per Sargant J. at p. 347.1 Provision should be made for the payment of commissions for underwriting. A limit should as a rule be placed on the borrowing powers of the company, e.g. that the amount borrowed must not exceed the amount of the nominal capital, except with the sanction of a general meeting. This limit is essential in the case of a company requiring a quotation on the Stock Exchange and is usual except in the case of private companies. The length of notice required for a general meeting, the quorum, and the conditions under which a poll may be demanded, should be specified; and in framing these articles the provisions of s. 117 (see infra p. 126) as to the length of notice required for a special resolution must be borne in mind. The voting powers of members, whether on a sliding scale or otherwise, must be carefully arranged, so as to prevent the control of the company falling into the wrong hands. Provision should be made as to voting by proxy. It is convenient to provide for class meetings of share- holders, giving power for a special majority of a class to bind the class, so that variations may, if necessary, be made in the respective rights of the different classes. Full provisions as to the number, appointment, qualifica- tion, remuneration, disqualification, retirement, and removal of directors should be made, and, if necessary, regulations as to the appointment, etc., of one or more managing directors, or of alternate directors. Where a director is to be appointed by a general meeting, it should be provided that due notice Contents of Articles.

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

This page

Image fragment

Citation links

Citation recommendation