Contents of the Articles of Association

Because the Articles govern everything about a company's internal working, they tend to be long, detailed documents, but the matters they typically cover fall into a fairly predictable set of headings, closely mirroring the structure of Table F, the model set of articles prescribed under the Act (discussed in the next section). A student preparing for this Gujarat board Std 11 Secretarial Practice examination should be able to name the principal heads of content, even without reproducing every clause:

• Share capital and the rights attached to different classes of shares, including any variation of class rights.
• Issue of share certificates, and the lien a company may hold over a member's partly-paid shares for unpaid calls.
• Calls on shares, and the consequences of a member failing to pay a call when due.
• Transfer and transmission of shares, laying down the procedure a member (or, on death, a legal representative) must follow.
• Forfeiture of shares for non-payment of calls, and the procedure that must be followed before a forfeiture is valid.
• Alteration of share capital — sub-division, consolidation, or reduction of shares, and conversion of shares into stock.
• Buy-back of the company's own shares and capitalisation of profits (issue of bonus shares), where the company intends to use these routes.
• Convening and conduct of general meetings, notice periods, quorum, voting rights, and the use of proxies.
• Composition and powers of the Board of Directors, including the appointment, retirement by rotation, remuneration, and removal of directors, and the delegation of specific powers to managing or whole-time directors or committees.
• Proceedings of Board meetings, including quorum and the passing of resolutions by circulation.
• Declaration and payment of dividends, and the creation of reserves out of profits.
• Maintenance of the company's books of account and other statutory registers. …