SOUTHERN ELECTRIC AUTHORITY, ETC., ACTS Sch. I 55 and subject as hereinafter provided, elect either to be registered himself as holder of the stock or to have some person nominated by him registered as the transferee thereof, but the Board shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the stock by that stockholder before his death or bankruptcy.
(2) If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Authority a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election by execuiing to that person a transfer of the stock. All the limitations, restrictions, and provisions of these Rules relating to the right to transfer and the registration of transfers of stock, shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the stockholder had not occurred and the notice or transfer were a transfer signed by that stockholder.
Substituted by notification published Gazette 10 November 1962, pp. 827-8.
16. Where the registered holder of any stock dies or becomes bankrupt, his personal representative or the assignee of his estate as the case may be shall, upon production of such evidence as may from time to time be properly required by the Board in that behalf, be entitled to the same interest and other advantages and to the same rights (whether in relation to meetings of stockholders or to voting or otherwise) as the registered holder would have been entitled to if he had not died or become bankrupt, and where two or more persons are jointly entitled to any stock in consequence of the death of the registered holder they shall for the purpose of these Rules be deemed to be joint holders of the stock:
Provided that the Authority shall be at liberty to retain the interest payable on any stock until such person shall himself be registered as holder of the stock or some person nominated by him registered as the transferee thereof.
Substituted by notification published Gazette 10 November 1962, pp. 827-8.
17. The interest upon stock may be paid by cheque payable to the holder or joint holders or some one or more of them or to such person or persons as the holder or joint holders may direct and payment of the cheque shall be in satisfaction of the interest. A cheque may be sent through the post to the registered address of the holder, or in the case of joint holders the registered address of one or more of them or to the address of any person or persons as aforesaid. At the request of any holder or joint holders interest may in the discretion of the Authority be paid by cheque placed to the credit of any Bank of the holder or in the case of joint holders any one or more of them or of any such person or persons as aforesaid and payment of the cheque shall be in satisfaction of the interest.
Substituted by notification published Gazette 10 November 1962, pp. 827-8.
56 Sch.I SOUTHERN ELECTRIC AUTHORITY, ETC., ACTS authorised by resolution of any general meeting of V. I. stockholders) shall be offered in the first place to the V. I. stockholders in proportion to the nominal amount of V. I. stock held by them respectively or as near thereto as circumstances will permit provided that it shall not be necessary to offer any V. I. stock of an amount of less than ten pounds.
Stock so offered to V. I. stockholders may be allotted to V. I. stockholders or their nominees or assignees.
( 3) Subject as aforesaid V. I. stock shall be at the disposal of the members and, subject to the Agreement and with any consent or approval which may be required, they may allot, grant options over or otherwise dispose of the same to such persons at such times and on such terms as they think proper.
( 4) Notwithstanding that at any time the Authority has not offered to V. I. stockholders stock to the full amount which under the Act and the Agreement V. I. stockholders for the time being and their nominees have the right to subscribe and pay for, the members and the Authority shall be under no obligation or be compellable to issue V. I. stock but the Authority may defer or withhold the borrowing of money by the issue of V. I. stock for so long as the members think fit.
19. Calls may be made. V. I. stock may be issued upon the basis that the whole amount thereof is payable upon application or upon allotment or upon one or more fixed dates by one or more instalments or by calls to be made by the Board.
20. If calls not paid on due date. If any instalment or call is not paid on the due date, the members at any time thereafter may refuse to accept the payment of the amount of such instalment or call or of any later instalment or call and in such case the stockholder shall be entitled only to fully paid stock of the amount to which such stock is paid up ignoring any fraction of a pound ( £).
21. V. I. stockholders may transfer stock. The person whose name is registered in the register as the owner of any V. I. stock shall be deemed to be the owner of the stock and subject to the rules have power to dispose of and transfer the stock and to give effectual receipts for any moneys paid to him by way of consideration.
22. Stock certificates. Every V. I. stockholder shall be entitled on request to receive from the Authority a stock certificate showing the amount of stock registered in his name in the register. Such certificate shall not amount to an instrument of title or be transferable or negotiable but shall amount only to a notice of the amount of stock registered in his name in the register at the date of the certificate.
23. Transfers. Subject to the rules, V. I. stock may be transferred in multiples of one pound (£1) but the Authority shall not be required to register V. I. stock of an amount of less than fifty pounds (£50) for any person.
24. No transfer to infant or lunatic. No transfer of V. I. stock shall be made to a person who is known to the Board to be an infant or mentally sick but the Board shall not be bound to enquire as to the age or soundness of mind of any transferee.
25. Form of transfer. Transfers of V.I. stock shall be in the usual common form or in the form below or in any other fonn which the members from time to time prescribe or in particular cases accept.
SOUTHERN ELECTRIC AUTHORITY, ETC., ACTS Sch.I 57
THE SOUTHERN ELECTRIC AUTHORITY OF QUEENSLAND
TRANSFER OF VARIABLE INTEREST STOCK
Amount of Stock:
I, of in consideration of
the sum of ( £ ) paid to me by
of Occupation (hereinafter
called "the Transferee") do hereby transfer £
( pounds) of V. I. stock standing in my name in the register of The Southern Electric Authority of Queensland. to the said transferee his executors administrators and assigns subject to the several conditions on which I held the same at the time of the execution hereof and I the said transferee do hereby agree to take the said V. I. stock subject to the same conditions.
As witness our hands the day of 19
Signed by the said transferor in the
l
Transferor.presence of:
f
Witness.
Signed by the .said transferee in the} Transferee.
presence of:
Witness.
26. Transfers to be signed and witnessed. Every instrument of transfer of V. I. stock shall be signed by or on behalf of the transferor and transferee and be witnessed as the Board shall require and the transferor shall be deemed to remain the holder of the V. I. stock until the name of the transferee is entered in the register in respect thereof: Provided that the Board may dispense with the signing of any transfer by the transferee in any case in which they think it fit in their discretion so to do.
27. (1) Transfers to be delivered to Authority. Every instrument of transfer of V. I. stock shall be delivered at the office of the Authority or at the place at which the branch register on which such stock is registered is situated or at such other place as the Authority may appoint accompanied by such evidence as the Authority may require to prove the title of the transferor or his right to make the transfer and upon registration of such instrument of transfer the transferee will be recognised as entitled to the V. I. stock free from any equity, set off, or cross claim of the Authority against the transferor.
(2) Transfers to be retaiued. All instruments of transfer which shall be registered shall be retained by the Authority but any instrument of transfer which the Board may decline to register shall (except in any case of fraud) be returned to the person depositing the same.
28. ( 1) Marked transfers. The Authority may at any time upon the request of any V. I. stockholder endorse upon any transfer of V. I. stock by such V. I. stockholder a marking stating that the V. I. stockholder is the registered holder of V. I. stock to the amount stated in the transfer and that the transfer is available for registration during the period stated in the marking which shall not exceed forty-two ( 42) days or such longer period as the members may in their discretion think fit.
(2) Special marked transfers. The Authority may at any time upon the request of any V. I. stockholder endorse upon any transfer of V. I.
stock by such stockholder a marking stating that the stockholder is the
58 Sch.I SOUTHERN ELECTRIC AUTHORITY, ETC., ACTS
registered holder of V. I. stock to the amount stated in the transfer and that the transfer is available for registration during the period stated in the marking which period shall not exceed five years. .
( 3) Limitations of transfer when marked transfer issued. When, pursuant to subclause ( 1) or subclause (2) of this Rule a marking has been endorsed upon any transfer or transfers of V. I. stock of any V. I.
stockholder the Authority may reserve from transfer sufficient stock of such V. I. stockholder to meet such marked transfer and notwithstanding the death of any such stockholder or the right (apart from this Ru1e) of any person to transfer such stock or to become registered as the holder of such stock the Authority whilst any marked transfers are outstanding may refuse to register transfers of the stock so reserved.
( 4) Marked transfers on new Issues. The Authority, upon the request of any V.I. stockholder to whom any part of any new issue of V. I. stock has been offered, may at any time, before the allotment of such stock to such stockholder, endorse upon any transfer by such V. I. stockholder of any part of any such new issue of V. I. stock a marking stating that the V. I. stockholder is entitled to apply for and be allotted V. I. stock to the amount stated in the transfer and that subject to application and payment for such V. I. stock the V. I. stockholder is entitled to be allotted the same and that the transfer is available for registration during the period stated in the marking which shall not exceed forty-two days or such longer period as the members may in their discretion think fit.
( 5) Limitations on transfer when marked transfer issued for new Issue. When a marking has been endorsed upon any transfer or transfers of any new issue of V. I. stock of any stockholder pursuant to subclause ( 4) of this Ru1e the Authority, on the allotment of such new issue of V. I. stock to such stockholder, may reserve from transfer sufficient thereof to meet such marked transfers and notwithstanding the death of any such stockholder or the right (apart from this Rule) of any person to transfer such stock or to become registered as the holder of such stock the Authority whilst any marked transfers are outstanding may refuse to register transfers of the stock so reserved.
29. Renunciation of rights. Nothing herein contained shall preclude the Authority from recognising a renunciation of the allotment of any V. I.
stock by the allottee or person to whom the same is offered in favour of some other person, or from allotting V. I. stock to any nominee or assignee of any stockholder.
GENERAL MEETINGS OF V. l. STOCKHOLDERS
30. Ordinary general meetings. An ordinary general meeting of the V. I.
stockholders shall be held in the calendar year, 1953, and once at least in every calendar year thereafter at such time not being more than fifteen months after the holding of the last preceding ordinary general meeting and in such place as the Board determines.
31. Extraordinary general meetings. The members may whenever they think fit call an extraordinary general meeting of V. I. stockholders.
32. Meetings on requisition. ( 1) The members shall on the requisition of V. I. stockholders holding at the date of the deposit of the requisition not less than one-tenth in value of the amount paid up on the stock, forthwith proceed to convene an extraordinary general meeting of V. I.
stockholders.
SOUTHERN ELECTRIC AUTHORITY, ETC., ACTS Sch.I 59 (2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the office of the Authority and may consist of several documents in writing each signed by one or more requisitionists.
(3) H the members do not within twenty-one days from the date of the deposit of the requisition proceed du1y to convene a meeting, the requisitionists or any of them representing more than one-half the total voting rights of all of them may themselves convene a meeting but any meeting so convened shall not be held after the expiration of three months from the said date.
( 4) A meeting convened under this rule by the requisitionists shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the members.
(5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the members du1y to convene a meeting shall be repaid to the requisitionists by the Authority and any sums so repaid shall be retained by the Authority out of any sums due or to become due by the Authority by way of fees or other remuneration in respect of their services to such of the members as were in defau1t.
NoTICE OF GENERAL MEETINGS
33. Notice of meeting. Seven days' notice at the least specifying the place, the day and the hour of meeting (and in the case of any extra- ordinary General Meeting, specifying the meeting as such) and in case of special business, the general nature of such business shall be given in manner hereinafter mentioned to all the V. I. stockholders and such other persons as are under the provisions herein contained entitled to receive notice thereof.
34. Omission to give notice. The accidental omission to give notice to or the non-receipt of notice by any V. I. stockholder or other person shall not invalidate the proceedings of any general meeting or any resolution
passed thereat.
PROCEEDINGS AT GENERAL MEETINGS
35. Business of ordinary general meeting. The ordinary business of any ordinary general meeting shall be to elect members in place of those retiring by rotation or otherwise, to appoint auditors, to determine the remuneration of the members and to fix the remuneration of the auditors.
All other business transacted at an ordinary general meeting and all business transacted at an extraordinary general meeting shall be deemed special.
36. Special business. No person shall as regards any special business be at liberty to move at any general meeting any resolution not previously approved by the Authority unless he has not less than twenty-one days prior to the holding of such meeting given notice of his intention to move such resolution to the Authority.
37. Quorum. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Twenty V. I. stockholders present in person or by proxy or in the case of a Corporation by a representative and entitled to vote thereat shall be a quorum for a general meeting.
60 Scb.I SOUTHERN ELECTRIC AUTHORITY, ETC., ACTS
38. Absence of quorum. If, within fifteen minutes of the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of V. I. stockholders, 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 such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the V. I. stockholders present shall be a quorum.
39. Chairman of meetings. The Deputy Chairman (if any) shall preside as Chairman at every general meeting of V. I. stockholders. If there be no Deputy Chairman or if at any meeting he be not present within five minutes after the time appointed for holding the meeting or be unwilling to act as Chairman, the members present or in default the V. I. stock- holders present shall choose some member, or if no member be present or if all the members present decline to take the chair, some V.I. stockholder present to be Chairman of the meeting.
As amended by notification published Gazette 10 November 1962, pp. 827-8.
40. Adjournments. The Chairman of the meeting 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 except business which might lawfully have been transacted at the meeting kom which the adjournment took place. When a meeting is adjourned for 14 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 an adjournment or of the business to be transacted at an adjourned meeting.
As amended by notification published Gazette 10 November 1962, pp. 827-8.
41. Voting by show of hands unless poll demanded. 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 of the meeting or by at least ten V. I. stockholders present in person or by proxy and entitled to vote or by a V. I. stockholder or stockholders entitled to vote and holding or representing by proxy at least one-tenth part of the paid up V. I. stock of the Authority.
As amended by notification published Gazette 10 November 1962, pp. 827-8.
42. Error in counting votes. If any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the resolution unless it be pointed out at the same meeting or at any adjournment thereof, and not in that case unless it shall in the opinion of the Chairman of the meeting be of sufficient magnitude to vitiate the resolution.
43. Conduct of poll. If a poll is duly demanded it shall be taken at such time and in such manner (including the use of ballot or voting papers or tickets) as the Chairman of the meeting may direct, and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Chairman of the meeting may, in the event of a poll, appoint scrutineers and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.
The demand for a poll may with the consent of the Chairman of the meeting be withdrawn.
As amended by notification published Gazette 10 November 1962, pp. 827-8.