First Schedule, The Companies Act, 2009

TABLE A. RULES FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES PRELIMINARY RULES FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES Shares. 1. Subject to the provisions, if any, in that behalf of the memorandum of association and without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of share capital or otherwise, as the company may from time to time by special resolution determine: and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the company is, liable to be redeemed. 2. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting of these rules relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. 3. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to a certificate under the seal of the company specifying the share or shares held by him and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 4. If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding Le10,000, and on such terms if any, as to evidence and indemnity, as the directors think fit. 5. No part of the funds of the company shall directly or indirectly be employed in the purchase of, or in loans upon the security of the company’s shares, but nothing in this rule shall prohibit the provision of financial assistance by the company for the purchase of its own shares. Lien. 6. The company shall have a lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a lien on all shares (other than fully paid shares) standing registered in the name of a single person for all moneys at present payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this rule. The company’s lien if any, on a share shall extend to all dividends payable thereon. 386 387 7. The company may sell, in such manner as the directors think fit, any shares on which the company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is readily payable , nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is readily payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy. 8. For giving effect to such sale the directors may authorise a person to transfer the shares sold to the purchaser. The purchaser shall be registered as the holder of the shares comprised in such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 9. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is readily payable and the residue shall (subject to a like lien for sums not readily payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. Calls on Shares 10. The directors may, from time to time make calls upon the members in respect of any moneys unpaid on their shares provided that no call shall exceed one- fourth of the nominal amount of the share, or be payable at less than one month from the last call; and each member shall, subject to receiving at least fourteen days’ notice specifying the time or times of payment, pay to the company at the time or times so specified the amount called on his shares. 11. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 12. If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest upon the sum at the rate of six per centum per annum from the day appointed for the payment to the time of the actual payment, but the directors shall be at liberty to waive payment of that interest wholly or in part. 13. The provisions of these rules as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if it had become payable by virtue of a call duly made and notified. 14. The directors may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment. 15. The directors may, if they think fit, receive from any member, willing to advance money, all or any part of the moneys uncalled and unpaid upon any shares held by him; and upon all or any of the moneys so advanced may (until they would, but for such advance, become presently payable) pay interest at such rate (not exceeding, without the sanction of the company in general meeting, 6 percent) as may be agreed upon between the member paying the sum in advance and the Transfer and transmission of shares. 16. The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect of the transfer. 17. Shares shall be transferred in the following form, or in any usual or common form which the directors shall approve- I, A. B., of……….in consideration of the sum of Le…….. paid to me by C. D., of ……… , (here after called “the transferee”) do hereby transfer to the said transferee the share (or shares) numbered………in the undertaking called the……..Company Limited, to hold unto the transferee, his executors, administrators and assigns, subject to the conditions on which I hold the same: and I, the transferee, do hereby agree to take the share (or shares) subject to these conditions. As witness our hands the ………day of…….20… Witness to the signatures of, etc. 18. The directors may decline to register any transfer of shares, not being fully paid shares, to a person of whom they do not approve, and may also decline to register any transfer of shares on which the company has a lien. The directors may also suspend the registration of transfers during the fourteen days immediately preceding the ordinary general meeting in each year. The directors may decline to recognise any instrument of transfer unless. (a) a fee not exceeding Le20,000 is paid to the company in respect thereof; and 388 389 (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. If the directors refuse to register a transfer of any shares, they shall within 2 months after the date on which the transfer was lodged with the company send to the transferee notice of the refusal. 19. The executors or administrators of a deceased sole holder of a share shall be the only persons recognized by the company as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only persons recognized by the company as having any title to the share. Forfeiture of Shares 20. If a member fails to pay any call or instalment of a call on the day appointed for payment, the directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 21. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the share in respect of which the call was made will be liable to be forfeited. 22. If the requirements of such notice as are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made be forfeited by a resolution of the directors to that effect. 23. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit. 24. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding remain, liable to pay to the company all moneys which, at the date of the forfeiture, were presently payable by him to the company in respect of the shares, but his liability shall cease if and when the company receives payment in full of the nominal amount of the shares. 25. A statutory declaration in writing that the declarant is a director of the company and that a share in the company has been duly forfeited on a date stated in the declaration, shall be prima facie evidence of the facts stated in it as against all persons claiming to be entitled to the share. 26. The provisions of these rules as to forfeiture shall apply in the case of non- payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if it had been payable by virtue of a call duly made and notified. Conversion of shares into stock 27. The company may, by ordinary resolution convert any paid-up shares into stock, and reconvert any stock into paid-up shares of any denomination. 28. The holders of stock may transfer it or any part, in the same manner, and subject to the same rules, as and subject to which, the shares from which the stock arose might, previous to the conversion have been transferred, or as near thereto as circumstances admit; but the directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the shares from which the stock arose. 29. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company) shall be conferred by such aliquot part of stock as would not, if existing in shares, have conferred that privilege or advantage. 30. Such of the rules of the company as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “ stockholder ”. Alteration of capital 31. The company may, from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. 32. Subject to any direction to the contrary that may be given by the company in general meeting, all new shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general 390 391 meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time, within which the offer, if not accepted , will be deemed to be declined, and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in such manner as they think most beneficial to the company. The directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this article. 33. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital. 34. The company may by ordinary resolution– (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject nevertheless, to this Act; (c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 35. The company may, by special resolution, reduce its share capital and any capital redemption reserve fund in any manner and with, and subject to any incident authorized, and consent required, by law. 36. A general meeting shall be held once in every calendar year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place as may be prescribed by the company in general meeting, or in default, at such time in the third month following that in which the anniversary of the company’s incorporation occurs and at such place, as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the 37. The above-mentioned general meetings shall be called ordinary general meetings; all other general meetings shall be called extraordinary general meetings. 38. The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default may be convened by members of the company holding, at the date of the deposit of the requisition, not less than one-tenth of the paid-up capital of the company. If at any time there are not within Sierra Leone sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meetings in the same manner as nearly as possible as that in which meetings may be convened by the directors. Notice of general meetings 39. Subject to this Act relating to special resolution, seven days’ notice at least ( exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given ) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in the manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the rules of the company, entitled to receive such notices from the company; but with the consent of all the members entitled to receive notice of some particular meeting may be convened by such shorter notice and in such manner as those members may think fit. 40. The accidental omission to give notice of a meeting to, or the nonreceipt of notice of a meeting by, any member shall not invalidate the proceedings at any meeting Proceedings at general meetings 41. All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend, the consideration of the accounts, balance sheet and the ordinary report of the directors and auditors, the election of directors and other officers in the place of those retiring by rotation and fixing of the remuneration of the auditors. 42. If within half an hour from the time appointed for the meeting, a quorum of members is present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 392 393 43. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company. 44. If there is no such chairman, or if at any meeting he is not present within thirty minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the members present shall choose one of their number to be chairman. 45. The chairman may, with the consent of any meeting at which a quorum is present ( and shall if so directed by the meeting) , adjourn the 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 a meeting from which the adjournment took place. When a meeting is adjournment for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of the business to be transacted at an adjourned meeting. 46. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is ( before or on the declaration of result of the show of hands ) demanded by at least three member present in person or by proxy entitled to vote or by one members or two member so present and entitled, if that member or those two members together hold not less than fifteen per cent of the paid-up capital of the company and , unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 47. If a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 48. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting, at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 49. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded, shall be entitled to a second or casting vote. Votes of members 50. On a show of hands, every member present in person shall have one vote. On a poll every member shall have one vote for each share of which he is the holder. 51. In the case of joint holders, the vote of the senior, who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members. 52. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hand or on a poll, by his committee or other legal guardian appointed by that court, and such committee or other legal guardian may, on a poll, vote by proxy. 53. No member shall be entitled to vote at any general meeting unless all calls or other sums payable by him in respect of shares in the company have been paid. 55. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company. 56. The instrument appointing a proxy and power of attorney or other authority, if any under which it is a signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company not less than seventy –two hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, and in default, the instrument of proxy shall not be treated as valid. 57. An instrument appointing a proxy may be in the following form, or any other form which the directors shall approve. ………………….Company, Limited. 394 395 “I,………………., of …………………..., in the ………………….., being a member of the ……………… Company. Limited, me and on my behalf at the (ordinary or extraordinary, as the case may be) general meeting of the company to be held on the …………………day of ……………….20 ……., and at any adjourned thereof .’’ Signed this………………... day of ………….20……… 58. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Corporations acting by representatives at meeting 59. Any corporation which is a member of the company may by resolution of its directors or other governing body authorize such person as its thinks fit to act as its representative at any meeting of the company or of any class of members of the company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the company. 60. The number of the directors and the names of the first directors shall be determined in writing by a majority of the subscribers of the memorandum of association. 61. The qualification of a director shall be the holding of at least one share in Powers and duties of Directors 62. The business of the company shall be managed by the directors, who may pay all expenses incurred in setting up and registering the company, and may exercise all such powers of the company, as are not, by the Act, or by these articles, required to be exercised by the company in general meeting, subject, nevertheless, to any rule of these articles, to this Act, and to such rules, being not inconsistent with the rules or provisions, as may not be prescribed by the company in general meeting; but no rule made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that rule had not been made. 63. The directors may from time to time appoint one or more of their number to the office of managing director or manager for such term and at such remuneration (whether by way of salary, or commission, or participation in profits or partly in one way and partly in another) as they may think fit, and a director so appointed shall not, while holding that office, be subject to retirement by rotation, or taken into account in determining the rotation or retirement of directors; but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a director, or if the company in general meeting resolve that his tenure of the office as managing director or manager be determined. 64. The amount for the time being remaining undischarged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not at any time exceed the issued share capital of the company without the sanction of the company in general meeting. 65. The directors shall cause minutes to be made in books provided for the purpose- (a) of all appointments of officers made by the directors; (b) of the names of the directors present at each meeting of the directors and of any committee of the directors; (c) of all resolutions and proceedings at all meetings of the company, and of the directors, and of committees of directors; and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose. The seal 66. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the board of directors, and in the presence of a director and the secretary or such other person as the directors may appoint for the purpose; and that director and the secretary or other person shall sign every instrument to which the seal of the company is so affixed in their presence. Disqualification of Directors 67. The office of director shall be vacated, if the director– 396 397 (i) ceases to be a director; (ii) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or manager; (iii) becomes bankrupt; (iv) becomes prohibited from being a director by reason of any order made under section 217; (v) is found a lunatic or becomes of unsound mind; (vi) resign his office by notice in writing to the company; (vii) is directly or indirectly interested in any contract with the company or participates in the profits of any contract with the company; (viii) is punished with; imprisonment for a term exceeding six months without the option of a fine. Provided, however, that a director shall not vacate his office by reason of his being a member of any corporation which has entered into contracts with or done any work for the company if he shall have declared the nature of his interest in a manner required by section 237 but the Director shall not vote in respect of any such contract or work or any matter arising thereout, and if he does so vote his vote shall not be counted. Rotation of directors 68. The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. 70. The company at the general meeting at which a director retires in manner aforesaid may fill up the vacated office by electing a person thereto and in default the retiring director shall be deemed to have been re-elected unless at such meeting it is resolved not to fill up such vacated office. 71. The company may from time to time in general meeting increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office. 72. Any casual vacancy occurring in the board of directors may be filled up by the directors, but the person so chosen shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. 73. The directors shall have power at any time, and from time to time, to appoint a person as an additional director who shall retire from office at the next following ordinary general meeting, but shall be eligible for election by the company at that meeting as an additional director. Proceedings of directors 74. The directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. 75. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall, when the number of directors exceeds three be three, and when the number of directors does not exceed three, be two. 76. The continuing directors may act notwithstanding any vacancy in their body but, if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the company as the necessary quorum of directors, the continuing directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose. 77. The directors may elect the chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting the directors present may choose one of their number to be chairman of the meeting. 398 399 78. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors. 79. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting. 80. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the chairman shall have a second or casting vote. 81. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of such director or person acting as director, or that they or any of them were disqualified, be as valid as if such person had been duly appointed and was qualified to be a Dividends and reserves 82. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors. 83. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. 85. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this article as paid on the share. 86. The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the company may be properly applied, and pending such application may, at the discretion, the directors either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time to time think fit. 87. If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share. 88. Any dividend may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled to it or in the case of joint holders to any one of the joint holders at his registered address or to the person and the address as the member or person entitled or the joint holders as the case may be may direct. Every cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of the other person as the member or person entitled or the joint holders as the case may be may direct. 90. The directors shall cause true accounts to be kept with respect to- (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the company; and (c) the assets and liabilities of the company. 91. The books of account shall be kept at the registered office of the company, or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors. 400 401 92. The directors shall, from time to time in accordance with section 288 cause to be prepared and to be laid before the company in general meeting the financial statements of the company. Notices 93. A notice may be given by the company to any member either personally or by sending it by post to him to his registered address, or (if he has no registered address within Sierra Leone) to the address, if any, within Sierra Leone supplied by him to the company for the giving of notices to him. 94. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post. 95. If a member has no registered address within Sierra Leone and has not supplied to the company an address within Sierra Leone for the giving of notices to him, a notice addressed to him inserted in the Gazette and advertised in a newspaper (if any) circulating in the neighbourhood of the registered office of the company shall be deemed to be duly given to him at noon on the day on which the later notice appears. 96. A notice may be given by the company to the joint holders of a share by giving the notice to the joint holder named first in the register of members in respect of the share. 97. A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member, by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, within Sierra Leone supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which it might have been given if the death or bankruptcy had not occurred. 98. Notice of every general meeting shall be given in some manner authorized by these rules to (a) every member except those members who (having no registered address within Sierra Leone) have not supplied to the company an address within Sierra Leone for the giving of notices to them, and (b) every person entitled to a share in consequence of the death or bankruptcy of a member, who, but for his death or bankruptcy, would be entitled to receive notice of the meeting. No other person shall be entitled to receive notices of general meetings. TABLE B FORM OF MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES 1st. The name of the company is “The West Coast Steam Packet Company, Ltd. 2nd. The registered office of the company will be situate in Freetown. 3rd. The objects for which the company is established are, “the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine, and the doing of all such other things as are incidental or conducive to the attainment of the above object.” 4th. The liability of the members is limited. 5th. The share capital of the company isLe1,000,000 divided into one thousand shares of Le1000 each. We, the persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. 402 403 Names, addresses, and descriptions of subscribers. Number of shares taken by each subscriber “1. John Coker, of………………..........……., merchant ……....…........ 200 7. Caesar During, of…………...............……… “ …….........… 10 Total shares taken 485 TABLE C FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVIING A SHARE CAPITAL Memorandum of Association. 1st. The name of the company is “The Kissy School Association, Limited.” 2nd. The registered office of the company will be situated in Kissy. 3rd. The objects for which the company is established are the carrying on a school for boys at Kissy and the doing of all such other things as are incidental or conducive to the attainment of the above object. 4th. The liability of the members is limited. 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding Le1000,000. We, the persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association. Names, addresses and descriptions of subscribers. “1. John Coker, of....................................................................., Schoolmaster . 7. Caesar During, of.................................................................., “ Dated the….......................................………..day of………....……….20 A. B., ARTICLES OF ASSOCIATION TO ACCOMPANY MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL Members 1. The number of members with which the company proposes to be registered is five hundred, but the directors may from time to time register an increase of members. 404 405 2. The subscribers to the memorandum of association and such other persons as the directors shall admit to membership shall be members of the company. 3. The first general meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the company, and at such place, as the directors may determine. 4. A general meeting shall be held once in every calendar year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place as may be prescribed by the company in general meeting or, in default, at such time in the third month following that in which the anniversary of the company’s incorporation occurs, and at such place as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the 5. The general meetings shall be called ordinary general meetings; all other meetings shall be called extraordinary general meetings. 6. The directors may, whenever they think fit, convene extraordinary general meetings and extraordinary general meetings shall also be convened on such requisition or, in default, may be convened by such requisitionists, as provided by 187. If at any time there are not within Sierra Leone sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors. Notice of general meetings 7. Subject to the provisions of section 200 relating to special resolutions, 21 days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in the manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the rules of the company, entitled to receive such notices from the company; but with the consent of all the members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice and in such manner as those members may think fit. 8. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at any Proceedings at general meetings 9. All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of the consideration of the accounts, balance sheets and the ordinary report of the directors and auditors, the election of directors and other officers in the place of those retiring by rotation, and the fixing of the remuneration of the auditors. 10. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to do business. Unless otherwise provided, three members personally present shall be a quorum. 11. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 12. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company. 13. If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the members present shall choose one of their number to be chairman. 14. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Unless otherwise granted, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 406 407 15. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two members present in person or by proxy entitled to vote and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 16. If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 17. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting, at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 18. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs. Votes of members 20. A member of unsound mind, or in respect of whom an order has been made, by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other legal guardian appointed by that court, and such committee, or other legal guardian may, on a poll, vote by proxy. 21. No member shall be entitled to vote at any general meeting unless all moneys payable by him to the company have been paid. 23. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or, if the appointor is a corporation, either under the seal, or under the hand of an officer or attorney so authorized. A proxy needs not to be a member of the Company. 24. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company not less than 72 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. 25. An instrument appointing a proxy may be in the following form, or any other form which the directors shall approve- ...............................................Company, Limited. “I, ........................................................, of................... in,………..,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 extraordinary, as the case may be) general meeting of the company to be held on the.......................day of......................................., 20 ,and at any adjournment thereof.” Signed this...........................................day of..............................................20................... 26. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Corporations acting by representatives at meetings 27. Any corporation which is a member of the company may, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were are individual member of the 28. The number of directors and the names of the first directors shall be determined in writing by a majority of the subscribers to the memorandum. 29. The remuneration of the directors shall from time to time be determined by the company in general meeting. Powers and duties of directors 30. The business of the company shall be managed by the directors, who may pay all expenses incurred in setting up and registering the company, and may exercise all such powers of the company as are not, by this Act, or by these articles, 408 409 required to be exercised by the company in general meeting, subject nevertheless to any rule of these articles, to this Act, and to such rules, being not inconsistent with the rules or provisions, as may be prescribed by the company in general meeting; but no rule made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that rule had not been made. 31. The directors shall cause minutes to be made in books provided for the purpose– (a) of all appointments of officers made by the directors; (b) of the names of the directors present at each meeting of the directors and of any committee of the directors; (c) of all resolutions and proceedings at all meetings of the company, and of the directors and of committees of directors, and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose. 32. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the board of directors, and in the presence of a director and of the secretary or such other person as the directors may appoint for the purpose; and that director and the secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. Disqualifications of directors 33. The office of director shall be vacated, if the director– (a) without the consent of the company in general meeting, holds any other office of profit under the company; or (b) becomes bankrupt; or (c) becomes prohibited from being a director by reason of any order made under section 218; or (d) is found a lunatic or becomes of unsound mind; or (e) resigns his office by notice in writing to the company; or (f) is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in a manner required by section 736; or (g) is punished with imprisonment for a term exceeding six months without the option of a fine. A director shall not vote in respect of any contract in which he is interested or any matter arising out of any contract, and if he does so vote his vote shall not be counted. Rotation of directors 34. At the first ordinary general meeting of the company the whole of the directors shall retire from office, and at the ordinary general meeting in every subsequent year one-third of the directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. 35. The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. 37. The company at the general meeting at which a director retires in a manner secured in paragraph 35 may fill up the vacated office by electing a person to it and in default the retiring director shall be deemed to have been re-elected unless at such meeting it is resolved not to fill up the vacated office. 38. The company may, from time to time in general meeting increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office. 39. Any casual vacancy occurring in the board of directors may be filled up by the directors but the person so chosen shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. 40. The directors shall have power at any time, and from time to time, to appoint a person as an additional director who shall retire from office at the next following ordinary general meeting, but shall be eligible for election by the company at that meeting as an additional director. 410 411 41. The company may by extraordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead. The person so appointed shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. Proceedings of directors 42. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit . Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. 43. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall, when the number of directors exceed three, be three and shall, when the number of directors does not exceed three, be two. 44. The continuing directors may act notwithstanding any vacancy in their body but, if and so long as their number is reduced below the number fixed by or pursuant to the rules of the company as the necessary quorum of directors, the continuing directors may act for the purpose of increasing the number of directors to that number or of summoning a general meeting of the company, but for no other purpose. 45. The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting. 46. The directors may delegate any of their powers to committees consisting of such members or members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the directors. 47. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting. 48. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the chairman shall have a second or casting vote. 49. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of such directors or persons acting as directors, or that they or any of them were disqualified, be as valid as if such person had been duly appointed and was qualified to be a 50. The directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the company and the assets and liabilities of the company. 51. The books of account shall be kept at the registered office of the company, or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors. 52. The directors shall, from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorised by the directors or by the company in general 53. The directors shall, from time to time, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets and reports. 54. The profit and loss accounts shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expenses of the establishment, salaries and other like matters. Every item of expenditure fairly chargeable against the year’s income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting and, in cases where any item of expenditure which may, in fairness be distributed over several years has been incurred in any one year, the whole amount of the item shall be stated with the addition of the reasons why only a portion of the expenditure is charged against the income of the year. 412 413 55. A copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the company in general meeting together with a copy of the auditor’s report shall not, less than 7 days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the company. Audit 56. Auditors shall be appointed and their duties regulated in accordance with sections 308 to 316. Notices 57. A notice may be given by the company to any member either personally or by sending it by post to him to his registered address, or (if he has no registered address within Sierra Leone) to the address, if any, within Sierra Leone supplied by him to the company for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post. 58. If a member has no registered address within Sierra Leone and has not supplied to the company an address within Sierra Leone for the giving of notices to him, a notice, addressed to him inserted in the Gazette and advertised in a newspaper (if any) circulating in the neighbourhood of the registered office of the company, shall be deemed to be duly given to him on the day on which the later notice appears. 59. Notice of every general meeting shall be given in some manner authorized by these rules to every member except those members who (having no registered address within Sierra Leone) have not supplied to the company an address within Sierra Leone for the giving of notices to them. No other persons shall be entitled to receive notices of general meetings. Names, Addresses and Description of Subscribers. “ 1. John Coker, of…………… ...........................................….,Schoolmaster 7. Caesar During, of…..............................................…………, “ Dated the….................................…….day of…………...................…..20…...... B., TABLE D MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITAL Memorandum of Association. 1st. The name of the company is “The Kambia Hotel Company, Limited.” 2nd. The registered office of the company will be situated in Freetown. 3rd. The objects for which the company is established are “the facilitating of travelling in Sierra Leone, by providing hotels and conveyances by sea and by land for the accommodation of travelers, and the doing of all such other things as are incidental or conducive to the attainment of the above object.” 4th The liability of the members is limited. 5th Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the costs, charges and expenses of windingup the company and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding Le1,000,000. 414 415 6th . The share capital of the company shall consist of Le100,000,000, divided into five thousand shares of Le20,000 each. We the …........….. persons whose names and addresses are subscribed, are formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Names, addresses and descriptions of subscribers. Number of shares taken by each subscriber. “ 1. John Coker, of…………….......……, merchant…………. 200 7. Caesar During, of……………........….. “ ………… 10 Total shares taken …. 325.” ======= Dated the…..........................……….day of………….20….. A. B. ARTICLES OF ASSOCIATION TO ACCOMPANY THE MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL 1. The Articles of Table A, set out in the First Schedule, shall be the articles of association of the company and apply to the company. Names, addresses and description of subscribers. “ 1. John Coker, of……………….., merchant. 7. Caesar During, of………….., “ Dated the………........……..day of……...........……..20….… A. B. TABLE E MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED CONMPANY HAVING A SHARE CAPITAL. Memorandum of Association 1st . The name of the company is “The Patent Stereotype Company.” 2nd . The registered office of the company will be situated in Freetown. 3rd . The objects for which the company is established are “the working of a patent method of founding and casting stereotypes of plates of which method John Macauley, of Lumley, is the sole patentee and the doing of all such things as are incidental or conducive to the attainment of the above objects.” We the persons whose names are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. 416 417 Names, addresses and descriptions of subscribers. Number of shares taken by each subscriber. “ 1. John Coker, of………………., merchant………….... 3 7. Abel During of…………………. “ ......................... 1 Total shares taken ……. 12.” Dated the……………..day of……………….20……. A. B., ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM OF ASSOCIATION. 1. The share capital of the company is Le10,000,000 divided into twenty shares of Le500,000 each 2. The company may by special resolution- (a) increase the share capital by such sum to be divided into shares of such amount as the resolution may determine; (b) consolidate its shares into shares of a larger amount than its existing shares; (c) sub-divide its shares into shares of smaller amount than its existing shares; (d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person; (e) reduce its share capital in any way. 3. The Articles of Table A set out this Schedule (other than Articles 27, 28, 29, 30, 34, and 35), shall be deemed to be incorporated with these articles and shall apply to the company. Names, addresses and descriptions of subscribers. 7. Abel During, of……………….............................................….., “ Dated the…………................…..day of……..............……..20.........…. A. B., 418 419 ========