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 hank_hill

link 20.02.2010 6:37 
Subject: Устав - как много в этом слове... (много) econ.
Устав акционерной компании.
Ниже - много букв, но я прошу помощи в переводе тех частей, что выделены полужирным. Именно они не вписываются в мой окончательный и бесповоротный перевод.
Уважаемые профессионалы перевода, не пройдите мимо! Помогите, чем можете :-)

1. The shares forming part of any increased capital of the Company shall be under the control of the Directors; who may allot or otherwise dispose of the same to such persons in such portion on such terms and conditions and at such times as the Directors think fit and subject to the sanction of the Company in General Meeting with full power to give any person the option to call for or be allotted shares of any class of the Company.

2. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any work or building or the provision of any plant, which cannot be made profitable for a lengthy period, the Company may pay interest on so much of that share capital as is for the time being paid up

3. The Board may extend the time fixed for the payment of any call and may extend such time as to all or any of the members whom owing to their residence at a distance or other cause, the Board may deem fairly-entitled to such extension but no member shall be entitled to such extension save as a matter of grace and favour.

4. On the trial or hearing of any action or suit brought by the Company against any member or his representative for the recovery of any money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the member, in respect of whose shares the money is sought to be recovered, appears entered on the Register of the Members as the holder, at or subsequently to the date at which the money is sought to be recovered is alleged to have become due on the share in respect of which such money is sought to be recovered that the resolution making the call is duly recorded in the Minute Book and that notice of such call was duly given to the member or his representatives issued in pursuance of these Articles ...

5. The Board may, if it thinks fit, agree to and receive from any member willing to advance the same, all or any part of the amounts of his respective shares beyond the sums actually called-up and upon the moneys so paid in advance or upon so much thereof, from time to time and at any time thereafter exceeds the amount of the calls then made upon and due in respect of the shares on account of which such advances are made the Board may pay or allow interest...

6. The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of sale.

7. ...any person becoming entitled to share in consequence of the death, lunacy, bankruptcy insolvency of any member or by any lawful means other than by a transfer in accordance with these Articles may, with the consent of the Board (which it shall not be under any obligation to give), upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of such title as the Board thinks sufficient, either be registered himself as the holder of the share or elect to have some person nominated by him and approved by the Board registered as such holder

8. ...the bonds, debentures, debenture-stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

9. ...no such privileges or advantages (except participation in the dividends and profits of the Company and in the assets of winding up ) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privileges or advantage.

10. ...such requisition may consist of several documents in like form each signed by one or more requisitions.

11. Upon the receipt of any such requisition, the Board shall forthwith call an Extra-ordinary General Meeting and if they do not proceed within twenty-one days from the date of the requisition being deposited at the office to cause may do so a meeting to be called on a day not later than forty five days from the date of deposit of the requisition...

12. The Company shall pay to the Nominee Director(s) sitting fees and expenses which the other Directors of the Company are entitled...

13. Debenture Director

14. Original Director

15. ...with power however, to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper.

16. ...any such appointment may (if the Board think fit) be made in favour of the members or any of the members of any local board established as aforesaid or in favour of any company, or the shareholders, directors, nominees, or managers of any Company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board...

17. The Board may retain the dividends payable upon share in respect of which any person ...is entitled to become a member, or which any person ... is entitled to transfer, until such person shall become a member, in respect of such shares or share duly transfer the same.

18. Any General Meeting declaring a dividend, may... make a call on the members of such amount as the Meeting fixes but so that the call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the member, be set off against the calls.

 Victorian

link 20.02.2010 7:13 
save as a matter of grace and favour - за исключением случаев предоставления отсрочек и иных льготных условий

 hank_hill

link 20.02.2010 7:26 
Спасибо!

 Victorian

link 20.02.2010 7:31 
А "Debenture Director" не нашли?

 Franky

link 20.02.2010 7:33 

 YelenaPestereva

link 20.02.2010 7:38 
make a call on the members -- потребовать от акционеров внести в уставный фонд. Где Вы взяли этот шедевр? Точнее, кто его автор?

 tumanov

link 20.02.2010 7:48 
Wordcount

Words 1021
Characters with spaces 5587

+

 hank_hill

link 20.02.2010 8:25 
YelenaPestereva, это индийское творчество...

 hank_hill

link 20.02.2010 8:26 
tumanov, ок, спасибо!

 YelenaPestereva

link 20.02.2010 8:30 
except participation in the dividends and profits of the Company and in the assets of winding up --- видимо, except participation in the assets in case of winding up

 hank_hill

link 20.02.2010 8:34 
Да, в этом тексте насколько я могу судить довольно много пропусков, а поскольку я в экономико-правовой тематике дюже слаба, мне эта смысловая реконструкция с большим трудом дается.

 hank_hill

link 20.02.2010 8:37 
Franky, спасибо!

Victorian, как-то нет...:)

 Victorian

link 20.02.2010 8:48 
Debenture Director
Any Trust Deed for securing debentures or debenture stock may, if so arranged, provide for the appointment from time to time by the trustees thereof or by the holder of the debentures or debenture-stock of some person to be director of the Company and may empower such trustees or holders of debenture-stock from time to time to remove any director so appointed. A director appointed under this Articles is hereinafter referred to as a “Debenture Director” and the term “Debenture Director” means a Director for the time being in office under this Article. A Debenture Director shall not be liable to retire by rotation or be removed by the company. The trust deed may contain such ancillary provisions as may be arranged between the Company and the trustees and all such provisions shall have effect notwithstanding any of the other provisions herein contained.

 hank_hill

link 20.02.2010 8:53 
Victorian, а, Вы в этом смысле! Ну, прочитав описание, я пока все равно не знаю, как обозначить этого директора в русском переводе.

 hank_hill

link 20.02.2010 14:33 
Пожалуйста, выскажите свое мнение относительно моих мыслей по следующим пунктам:) -

17. or share duly transfer the same. - видимо следует читать shall duly transfer...

15. ...with power however, to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper. - однако Совет имеет право по своему усмотрению выплачивать проценты или допускать зачисление средств по такой процентной ставке, какую Совет сочтет целесообразной.

Так? Лично мне, к стыду своему, такая формулировка ничего не говорит - я не могу оценить, if it's nonsense or makes sense.

11. Upon the receipt of any such requisition, the Board shall forthwith call an Extra-ordinary General Meeting and if they do not proceed within twenty-one days from the date of the requisition being deposited at the office to cause may do so a meeting to be called on a day not later than forty five days from the date of deposit of the requisition, the requisitions or such of their number as represent either a majority in value of the paid-up capital held by all of them or not less than one-tenth of such of the paid-up share capital of the Company as is referred to in Section 169(4) of the Act, whichever is less, may themselves call the Meeting, but in either case any Meeting so called shall be held within three months from the date of the delivery of the requisition as aforesaid.

to cause may do so - вам не кажется, что здесь пропущено что-то?
the requisitions - может имеются в виду requisitioners?

 hank_hill

link 21.02.2010 3:27 
Как вы считаете?

 

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