Part 5 — Membership and Shares Division 1 Membership
82 Shares with preferred, deferred or other special rights or restrictions
memorandum of association of the company, and without prejudice
to any special rights previously conferred on the holders of existing
shares in the company, any share in the company may be issued
with any preferred, deferred or other special rights, or such
restrictions, whether in regard to dividend, voting, return of share
capital or otherwise, that 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
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varied by a special resolution, with the consent in writing of the
holders of 75% of the issued shares of that class, or with the
sanction of a resolution passed with the majority required for the
passing of a special resolution at a separate general meeting of the
holders of the shares of the class.
(3) If any class of shares has attached thereto preferred rights as to
dividend, the memorandum of association may provide that the
shares of that class may from time to time be issued in one or more
series and that the directors may by resolution from time to time
before issuance, fix the designation, rights, restrictions, conditions
and limitations attaching to the shares of each series of that class.
(4) The shares of all series of the same class carrying voting rights
shall not carry the right to more than one vote for each share, and
when any fixed cumulative dividends or amounts payable on a
return of capital are not paid in full, the shares of all series of the
same class shall participate ratably in respect of those dividends
including accumulations, if any, in accordance with the sums that
would be payable on those shares if all those dividends were
declared and paid in full, and on any return of capital in accordance
with the sums that would be payable on that return of capital if all
sums so payable were paid in full.
(5) No shares of any series of such class shall be issued unless and
until a certified copy of the resolution of the directors referred to in
subsection (3) has been filed with the Registrar, except in the case
of the first series if the designation, rights, restrictions, conditions
and limitations have been set forth in the memorandum of
association or altered memorandum of association.
(6) To every such separate general meeting the provisions of the
regulations relating to general meetings apply, with all necessary
modifications, but so that the necessary quorum is 2 persons at
least, holding or representing by proxy 1/3 of the issued shares of
the class, and any holder of shares of the class present in person or
by proxy may demand a poll.
(7) The articles may
(a) provide that the holders of preference shares, or any othe r
class of shares, are to have the right to select a certain
portion of the board of directors, or
(b) give those holders any other control over the affairs of t he
company, or so restrict their control, that is considered
expedient.
RSA 2000 cC-21 s82;2020 c25 s2(46)
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