H.B.H. - Articles of Association
Companies Act 1929.
Articles of Association
B. H. (COACHBUILDERS) LIMITED.
1. Subject as hereinafter provided, the regulations contained in Table A in the First Schedule to the Companies Act 1929 (hereinafter referred to as'' Table A ") shall apply to the The Company.
2. Clauses 19, 35, 45, 47, 48, 50, 59, 64, 65, 66, 69, 72 and 82 of Table A shall not apply to the Company, but the Articles hereinafter contained, and the remaining clauses of Table A, subject to the modifications hereinafter expressed, shall constitute the regulations of the Company.
3. The Company is
a "Private Company" within the meaning of
section 26 of the Companies Act 1929, and accordingly (1) no
invitation shall be issued to the public to subscribe for any shares or
debentures of the Company; (2) the number of the members of the Company
(not including persons who are in the employment of the Company, and
persons who, having been formerly in the employment of the Company, were
while in that employment and have continued after the determination of
that employment to be members of the Company) shall be limited to fifty,
provided that, for the purposes of this provision, where two or more
persons hold one or more shares in the Company jointly, they shall be
treated as a single member; and (3) the right to transfer the shares of
the Company is restricted in manner and to the extent hereinafter
4. In Clause 2 of
Table A the words " Ordinary Resolution " shall be substituted
for the words "Special Resolution " where those words first
The shares shall be at the disposal of the Directors, and (save as
otherwise directed by the Company in General Mooting) they may allot or
otherwise dispose of them to such persons at such times and generally on
such terms and conditions as they think proper, subject nevertheless to
Article 3, and provided that no shares shall be issued at a discount,
except as provided by Section 47 of the Companies Act 1929.
6. The Company
may pay a commission to any person in consideration of his subscribing
or agreeing to subscribe, whether absolutely or conditionally, for any
shares in the Company, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for any shares in the
Company, provided that the commission does not exceed 10 per cent. of
the price at which such shares are issued, or an amount equivalent
thereto, and such commission may be paid, in whole or in part, in cash
or fully or partly paid shares of the Company, as may be arranged. The
statement required by Section 43 of the Companies Act 1929 shall be duly
delivered to the Registrar of Companies for registration, and Section 42
of the same Act shall where necessary be duly complied with, and the
amount of any such commission shall be stated in the balance sheets and
annual returns of the Company as required by Sections 44 and 108 of the
No person shall be recognised by the Company as holding any share
upon any trust, and the Company shall not be bound by or recognise any
equitable, contingent, future or partial interest in any share or any
interest in any fractional part of a share, or (except only as by these
presents otherwise expressly provided) any other right in respect of any
share except an absolute right to the entirety thereof in the registered
In Clause 1 of Table A the words "(not being a fully paid
share)" and the words "(other than fully paid shares)"
shall be deemed to be omitted.
TRANSFER OF SHARES.
No transfer of any share in the capital of the Company to any
person not already a member of the Company shall be made or registered
without the previous sanction of the Directors, who may, without
assigning any reason, decline to give any such sanction, and shall so
decline in the case of any transfer the registration of which would
involve a contravention of Article 3. 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) such fee, not exceeding
two shillings and sixpence, as the Directors may from time to time
determine, is paid to the Company in respect hereof, and (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. The Directors may decline to register any transfer of any
shares on which the Company has a lien. If the Directors refuse to
register a transfer of any shares they shall within two months after the
date on which the transfer was lodged with the Company send to the
transferee notice of the refusal, as required by Section 66 of the
Companies Act 1929.
AT GENERAL MEETINGS.
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 business. Two members
personally present shall be a quorum.
11. The Chairman
of the Board of Directors shall preside at every General Meeting, but if
at any meeting he shall not be present within fifteen minutes after the
time appointed for holding the same, or shall be unwilling to act as
Chairman, the members present shall choose some Director, or if no
Director be present, or if all the Directors present decline to take the
chair, they shall choose some member present to be Chairman of the
12. 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 the Chairman
or by at least two members personally present and entitled to vote at
the meeting or by the holder or holders present in person or by proxy of
at least one twentieth part of the issued ordinary share 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, or not carried by a
particular majority, and an entry to that effect in the minute book of
the Company, shall be conclusive evidence thereof without proof of the
number or proportion of the votes recorded m favour of or against such
VOTES OF MEMBERS.
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 its common seal or under the
hand of an officer or attorney so authorised. No person shall act as a
proxy unless either he is entitled on his own behalf to be present and
vote at the meeting at which he acts as proxy, or he is appointed to act
at that meeting as proxy for a, corporation, but a proxy for or
representative of a corporation, unless entitled on his own behalf to be
present and vote at the meeting, shall not act except for the
corporation which appointed him.
14. Unless and
until otherwise determined by the Company in General Meeting, the number
of the Directors shall not be less than two nor more than four. The
following shall be the first Directors of the Company, that is to say --
Percy John Hayward, Frederick Victor James Biggs and Alfred Charles
remuneration of the Directors shall from time to time be determined by
the Company in General Meeting, and unless otherwise directed any such
remuneration shall be divided amongst them as they may agree, or,
failing agreement, equally. The Directors shall also be entitled to be
repaid all travelling and hotel expenses reasonably incurred by them
respectively in or about the performance of their duties as Directors.
qualification of a Director shall be the holding of shares of the
Company of the aggregate nominal value of at least £1, and it shall be
his duty to comply with the provisions of Section 141. of the Companies
Act 1929. A Director may act before acquiring his qualification.
POWERS AND DUTIES OF DIRECTORS.
68 of Table A shall be modified by omitting therefrom all the
words therein after the words "from any cause to be a
18. (1) The
Directors from time to time, and at any time, may provide through Local
Boards, Attorneys or Agencies for the management of the affairs of the
Company abroad, and may appoint any persons to be members of such Local
Boards or as Attorneys or Agents, and may remove any persons so
appointed and appoint others in their place, and may fix their
remuneration. The Company may exercise the powers conferred by Sections
32 and 103 of the Companies Act 1929, and those powers shall accordingly
be exercisable by the Directors.
(2) The Directors from time to time, and at any time, may is
delegate to any such Local Board, Attorney or Agent any of the powers,
authorities and discretions for the time being vested in the Directors,
and any such delegation may be made on such terms and subject to such
conditions as the Directors may think fit, and may include a power to
sub-delegate, and the Directors may at any time annul or vary any such
delegation, but no person he dealing in good faith and without notice of
such annulment or ed variation shall be affected thereby.
DISQUALIFICATION OF DIRECTORS.
19. The office
of a Director shall be vacated--
If by notice in writing to the Company he resigns the office of
If he ceases to be a Director by virtue of the Companies Act
1929, Section 141.
If he absents himself from the meetings of the Directors during a
continuous period of Six months its without special leave of absence
from the other so Directors, and they pass a resolution that he has is
by reason of such absence vacated office.
If he becomes bankrupt or insolvent, or enters into any
arrangement with his creditors.
If he is prohibited from being a Director by an order made under
any of the provisions of the Companies Act 1929, Section 217 or- Section
If he is found lunatic or becomes of unsound mind.
20. A Director may hold
any other office or place of profit under the Company, except that of
Auditor, upon such terms as to remuneration, tenure of office and
otherwise as may be determined by the Board.
21. A Director
shall be capable of contracting or participating in the profits of any
contract with the Company in the same manner as if he were not a
Director, subject nevertheless to the following provisions, namely: (1)
He shall declare the nature of his interest in any contract or proposed
contract in which he is interested in manner required by Section 149 of
the Companies Act 1929, and (2) after he has become interested therein
he shall not vote as a Director in respect of the contract or proposed
contract or any matter arising thereout, and if he do so vote his vote
shall not be counted. The said prohibition against voting shall not,
however, apply to any contract or arrangement for giving security to a
Director for advances made or to be made by him to the Company or for
liabilities or obligations (whether by way of guarantee or otherwise)
incurred or assumed act or proposed to be incurred or assumed by him on
behalf of or for the benefit of the Company, or to any contract for or
relating to the subscription by a Director (whether absolutely or
conditionally), of any shares or debentures of the Company or of any
company in which this Company is interested, and it may at any time be
suspended, relaxed or removed to any extent and on any terms or
conditions by the Company in General Meeting.
PROCEEDINGS OF DIRECTORS.
22. The quorum
necessary for the transaction of the business of the Directors may be
fixed by the Directors, and unless so fixed shall be two.
23. A resolution
in writing signed by every member of the Board shall have the same
effect, and validity as a resolution of the Board duly passed at a
meeting of the Board duly convened and constituted.
24. Mrs. Irene
Olive Hayward, of Address
25. In a winding
up the Liquidator may, with the sanction of an Extraordinary Resolution,
distribute all or any of the assets in specie among the members in such
proportions and manner as may be determined by such resolution, provided
always that if any such distribution is determined to be made otherwise
than in accordance with the existing rights of the members, every member
shall have the same right of dissent and other ancillary rights as if
such resolution were a Special Resolution passed pursuant to Section 234
of the Companies Act 1929.
Director or other officer of the Company shall be entitled to be
indemnified out of the assets of the Company against all losses or
liabilities (including any such liability as is mentioned in paragraph
(c) of the proviso to Section .152 of the Companies Act 1929) which he
may sustain or incur or about the execution of the duties of his office
or otherwise in relation thereto, and no Director or other officer shall
be liable for any loss, damage or misfortune which may happen to or be
incurred by the Company in the execution of the duties of his office or
in relation thereto. But this Article shall only have effect in so far
as its provisions are not avoided by the said section.
NAMES, ADDRESSES AND
DESCRIPTIONS OF SUBSCRIBERS.
PERCY JOHN HAYWARD,
Designer & Draughtsman.
FREDERICK VICTOR JAMES
Light Engineer & Draughtsman
ALFRED CHARLES HILL,
Dated this 27th day of March 1947.
Witness to the above Signatures--