Repealed or not in force · As amended up to 2026-08
2. C. D. of 3. E. P. of 4. G. H. of 5: I. J. of 6. K. L. of 7. -M. N. of day of
Dated the
Witness to the above signatures.
Articles of Associutiolz to uccompuny prececlirug Memormdwn of A4ssociatioa.
?I.)[The Company, for the purpose of registratiolion, is declared to consist ] of five hundred members.
(2.)[The Dhectors hereinafter mentioned may, whenever the busiiiess ][of ] the association requires it, register an incyease 6f inernbe~s.
(3.)[Every person sliall be deemed to have agreed to become ][a ][member ] of the Company who insures any ship or share in a ship iii pursuance of the regulations liereinafter containecl.
Gclzel-ccl JIeelings.
(41,) Thc fi~st G::nwlrll Xlceiillg ~11x11 l>c: i,?di! nt S Z G ! ~ tiiiit: not i)cing llloro tdlnn thrcc rnoni,l i F ::fiei* t l ~ c i~~co~j)oi~:~t i011 of the Company, nlid at such 1,lac:c as t11c Dircct'ors ill:!y dctcnninn.
(b .) Subsocpie~~ t,
,
*
I
~ ( 5 , ) . , Sdsequent Geneid ikbetings shall be held at such time a ~ d . place as may ba-prescribed by tbe.Corripa~ycin Glenera1 XePtiin~g ; <and `if` no 6 t h ; e ~ W e -0rlplace is prescribed, a Genela1 Meeting shall bc held on the first ,Monday. in Bebruary in every year at such place as may be determ2ned by the Directo~s. '
r ,
(6.)[The above-mentioned General Meetings shall be called ordinary ] Meetings ; all other General Meetings shall be called Extraordinziry.
SECOND SCHEDULE.
FORM A.
Hemorandurn of associati011 of a Compauy limited by shares.
Company, Limited. "
1st.-The name of the Company is " The
- 21zcl.-The registered Office of tlie Company will be situate . . . in
. . . . . . , . ,
- . . ,..: . . ' . .
. ,..: . . ' . . . . . , . , 3~d.-'l'lle objects' for wiicll the Company is establiilled"&e, i'
, . , a , ~ d
, the doing . all such other things as aie incidental or conducive to the . . . &t&in= merit `;bf` ;tlie ;&bbve' j6bj,$t."
.! . ~ $ ) L ; ~ ~ l x e ; l i & b i ~ ~ t y ;
of,:.tlle qembers -is;li~it,ed.
... 5tr . :. . `Tj.` `L.-` le c+i&i. .bf ..tlie ~ ~ i h p h ~ .is :ns. . . '&qjai.es : *f R ~ ~ , . .
clivi'ded .ihto
- . .
- . . 6'ac11;
* If tllc: C!in>pan!..... h z i 113 capii.al dil-idcd illto shares, I!ui.iion of tilr: ~tatcule~lt. 1,clating to capitd ;,l,.$(s!i~ki'ih$stttbc bniiticd. . ., . . . ' .
-!, :vj?
P
-.
`I`
. . ?
I :
`I`
. .>
3 1
i `4`
3 7 g `a` L E $ x
`p.:` L. fi f, & . &... P-, `t...` r;.
ACT . . No. : X OF 1866: , . ~ ..
.. .,.
We, the several persons . . whose names . . , and, addresses are subscribed, are desirous of being f o r m 4 into. a . ~ ~ . ~ of : ihsmemorandum i , ,.. ~ ~ ~ ... . of asiociation, aid we r espe,ckivelg agree. . * to . take. the ,numb.er.of (;,shares in thecapital of the Company set opposite our respective names, :-. ...
(7.) The Directors mag whenever they think fit, and they shall upon a requisition made in writing by any five or lnoye members, convene an Extraordinary General Meeting.
(8.) Any requisition made by the members shall express the object of the meeting proposed to be ca,lled, and shall be left tlt the registered Office of the Company.
(9.j TT upon the recsipt of su.ch requisition, the Directors shall forthwith procccd to convene a General Meeting. I f they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists or any other five members may themselves convene a meeting.
P~*oceecli~~gs at General Heetilzgs.
`(10.)`[Seven days' notice at ] [the ][least, specifyilzg the place, the ][day ][andl ] horn. of moeting, and in case of special business, lbe general nature of such bq,,ine,sa, shall be ,given to the mernbcrs ,in manner hereinafter umefitioueci, ur in such other manner, if any, as may be prescribed by the Compar~y in +iieral RIeetiizg ; but 'the izon-receipt of such notice by any member shall not invalidate the proceedings at any Gei~cral Meeting.
`(11.)`[,411 busilzess shall be deen~ed special that is transacted at ail Extra- ] orciina~y Meeting, aiid all that is transacted at an Ordinary Meeting, with the exception of the coiiside~ation of the aocounts, balance-sheets and the ordinwg report of the Directors.
==> picture [411 x 275] intentionally omitted <==
FORM B.
Memorandum and Articles of Association of a Company limited by guarantee, and not having a capital divided into shares.
Menzo~mdurn of
Association.
1st.-The name of the Company is " The 3Iutnd Calcutta Marine Associa,. . . tion, Limited."
2md.-The registered Office of the Company will be situate in Calcutta.
3 ~ d . -The objects for wl~ich the Company is established are the ,Mutual Insurance of ships belonging to members of tlie Company, and the doing all such other things as are incideutal or conducive to tlie attainment of the above - obtjects."
,
L i `1` --- `I;` I\.U.LY --.;. I I I C ~ I I ~ C Y of tllc Conlpnny undertakes t o contribz&. to , the assets of tllc Compan.y, in the evcl~t of the salilc l~eing ~vouhd up durin.g the t,i):t~ i:;
. .
. . . , . . . . .
ACT'No. X OF 1866.
time that he is a member or within one year afterwards, for payment of the debts and liabilities of the Company codtracted before the time & which he ceases to be a member, and the costs, cha~ges and expenses of winding-up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding Rs. 100.
We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this memorandtun of association.
Nanzes, Add.i.esses, afid Descriptiotzs of
Subscribers.
`I.` A. B. of
(12.)[No busii~e%''sl~all be transacted ][at ][any meeting except the clecla- ] ration of a diiividencl, unless a quoruin of meilzbcrs is present at tlic commence,is,,io mclzt of snch Imsiness. Sucli quorwii ~s1iall:be ascertaillcd as follon-s ,say, i l 'Ll;e,g?ciubc:.s o!' $11~ Coltl:~::i~y n at " " ,iilr: ~ - ~ - t~i,pe " ~ > ~ of' t e 1.11~ r " -Nl;lceting do : that izola excoed l c l l ill 11111n!)(:r, L11c ~ L I O Y I ~ \ t?lall Ijc. fivc ~ ; if t1lc;y;csceeci ten, tllere,$h+ll Ilc, addcil to tllcb x\,uvc quoywn olzc f'o~ cvcry fivc atlclit,io~:::i .~nc,~~l)ci~s up i,o fift).,
ACT No. X OF 1866.
fifty, and one for everx ten additional members after fifty, with this limitation, that no quorum shall in any case exceed thirty.
(13.)[If within one hour from the time appointed for the meeting, ] `[a, ]` quorum of members is not present, the meeting if convened upon the requisition of the members, shall be dissolved. I n any other case it shall st.and adjourned to the same day in the following week, at the same time and place ; and if at such adjourned meeting a quorum of members is not present, it shall be adjourned `sine die.`
(14.) The Chairman (if any) of the Directors shall preside ;IS Chairman at every General Meeting of the Company.
(15.)[If ][there is no such Chairman, or if at any meeting he is not pre- ] sent at the time of holding the same, the members present shall choose some one of their number to be Chairman of such meeting.
(16.)[The Chairman may, with the consent of the meeting, adjourn any ] 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 from which the adjournment took place.
(17.)[At any General Meeting, unless a poll is demanded by at least five ] members, a declaration by the Chairman that a Resolution has been carried, and an entry to that effect in the book of proceedings of the Company, shall bo sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against such Resolution.
(18.) If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairman directs ; and the result of sucli poll shall be deemed to be the Eesolution of the Company in General Meeting.
Totes `of` Nembers.
(19.) Every member shall have one vote a,nd no more.
(20.)[If ][any member is a lunatic or idiot, he may vote by his Committee ] or other legal Curator : if ally member is a minor he may vote by his guardiriu or any one of his guardians if more than one.
`(21` . j No menabes shall be entitled 1 o vot.r: :if, any nrrei,il~g `;.~II~~:SS` ajj ~ncjnics clue frola l a i ~ i l to tlle Conljjaiiy I,;lr-c 1ic:rj~r paici, ( 2 2 . ) Votes `Y`
--
==> picture [113 x 23] intentionally omitted <==
(22.)[Votes may be given either personally or by proxies. A proxy shall ] be appbinted in writing under +he hand of $he appoiiitoq or if such appointor is a Corporation, unde~ its common-,seaE' " " ' '' "": `s` `. - 3 -`
(28.)[No person shall be appointed a proxy who is no$ a meqzber, and ] the hstirunent @pointing him dial1 be"8eposited at €he registered Office of the Company not less than forty-eight hours' before the time of lT~l&ng the meet'ing at which he proposes to voke. * ' , . 6 . . z
(24.)[Any instiument appointing a proxy shall be ][in ][the following ] form :-
being a member of the Company Limited, hereby appoint of as my proxy, to vote for me and on my behalf at the [Ordinary or E~t~raordinary, as the case may be] General Meeting,of the Company to be held on the day of 2 at acy adjomnmeqt thereof to bo held on the day of next [oi. , at any meeting of the Company that may be held in the year 1.
$s witness my &and, this day of Signed by the said in the presence of
' Directors.
(25.) The number of the Directors and the names of the first Directors shall be determined .by -the subscribers of (the memorandum of associatipn.
, - (26.)[Until Directors are appointed, the subscribers of the memorandum ] of association shall be deemed to be Directors.
Pozuers of Directors.
(21.)[The business of the Company ellall be managed by the Directors, ] who may exercise all such powers of the Company as are not hereby required to be exercised by the Company in General Meeting ; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Dkectorf.; ,wbicl~ would have been valid.if such regulation had not been made.
Source: India Code