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9.
Register of Members
9.1
The board shall keep or cause to be kept at the Office or at such other place in Jersey
where it is made up, as the board may from time to time determine, a Register in the
manner required by the Law. In each year the board shall prepare or cause to be prepared
and filed an annual return containing the particulars required by the Law.
10.
Joint Holders
10.1
Where two or more persons are registered as the holders of any share they shall be
deemed to hold the same as joint tenants with the benefit of survivorship, subject to the
following provisions:
(a)
the Company shall not be bound to register more than four persons as the joint
holders of any share;
(b)
the joint holders of any share shall be liable, severally as well as jointly, in respect
of all payments to be made in respect of such share;
(c)
any one of such joint holders may give a good receipt for any dividend, bonus or
return of capital payable to such joint holders;
(d)
only the senior of the joint holders of a share shall be entitled to delivery of the
certificate relating to such share or to receive notices from the Company and any
notice given to the senior joint holder shall be deemed notice to all the joint
holders; and
(e)
for the purpose of the provisions of this Article, seniority shall be determined by
the order in which the names of the joint holders appear in the Register.
11.
Lien
11.1
The Company shall have a first and paramount lien on every share (not being a fully paid
share) for all monies, whether presently payable or not, called or payable at a fixed time in
respect of such shares; and the Company shall also have a first and paramount lien on all
shares (other than fully paid shares) registered in the name of a single Member for all the
debts and liabilities of such Member or his estate to the Company, whether the same shall
have been incurred before or after notice to the Company of any interest of any person
other than such Member and whether the period for the payment or discharge of the same
shall have actually commenced or not, and notwithstanding that the same are joint debts
or liabilities of such Member or his estate and any other person whether a Member or not.
The Company's lien (if any) on a share shall extend to all dividends or other monies
payable thereon or in respect thereof. The board may resolve that any share shall, for such
period as it thinks fit, be exempt from the provisions of this Article.
11.2
The Company may sell any shares on which the Company has a lien in such manner as the
board thinks fit, but no sale shall be made unless some monies in respect of which the lien
exists are presently payable, and fourteen days have expired after a notice, stating and
demanding payment of the monies presently payable and giving notice of intention to sell
in default, shall have been served on the holder for the time being of the shares or the
person entitled by reason of his death or bankruptcy to the shares.
11.3
The net proceeds of such sale, after payment of the costs of such sale, shall be applied in
or towards payment or satisfaction of the debt or liability in respect whereof the lien exists,
so far as the same is presently payable, and any residue shall (subject to a like lien for
debts or liabilities not presently payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the time of the sale. For giving effect to any
such sale the board may authorise a person to execute an instrument of transfer of the
shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the
shares so transferred 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.
