being in the funds or property of the company, but not further or otherwise, and no person, his or her heirs, executors, or administrators, shall, in respect of any share or shares which shall have been held by him or her as proprietor, be answerable or accountable or liable for or in respect of such calls, debts, losses, or damages, or any of them, in any manner or to any extent, or upon any account, or from any cause whatsoever, after some other person or persons shall have become a proprietor or proprietors of the company in respect of such share or shares. 134. That when and so often as any dispute or difference shall arise Arbitration amongst or between the proprietors, or any of them, or amongst or be- clause. tween any one or more of the proprietors, or the husband, executors, administrators, or assignees of any female, or deceased, or bankrupt, or insolvent proprietor, in anywise relating to any of the affairs or concerns of the company, the same shall be submitted or referred to arbitration in manner hereinafter mentioned: (that is to say), in case the dispute or difference shall be between two parties, then one of the partics, whether consisting of one or more person or persons, shall name an arbitrator, and the other of the said parties, whether consisting of one or more person or persons, shall also name an arbitrator, and the two arbitrators shall, within ten days after their nomination, appoint a third arbitrator, and the award of any two such three arbitrators shall be final and conclusive; and in case the two arbitrators named shall refuse, or decline, or cannot agree, within such ten days, to name a third arbitrator, then any one of the directors for the time being, not a party to the dispute or difference, shall be at liberty to name a third arbitrator, and shall, in the event of the two abitrators still refusing or declining to act, be the sole arbitrator, and the award of such arbitrator shall be final and conclusive; And in case the subject of dispute or difference shall be between three or more parties, then each of the said parties, whether of one or more persons, shall name an arbitrator, and the arbitrators shall, within ten days after their nomination, appoint another arbitrator, and the award of such last-mentioned arbitrator, with or without the arbitrators or any one or more of them, shall be final and conclusive; And in case the arbitrators so to be named by the said three or more parties, cannot agree in the nomination of the other arbitrator within such ten days as aforesaid, then a third arbitrator may be chosen in manner aforesaid, whose award shall in like manner be final and conclusive; And the arbitrators or arbitrator, to whom for the time being any dispute or difference shall stand referred as aforesaid, shall be at full liberty, if they or he shall think fit, to make one or more award or awards touching all or any part of the subject of dispute or difference; And that every such award shall be binding on all the said parties, although the same may not be final and conclusive as to the whole subject of dispute or difference; And that no suit or action shall be commenced or brought by any of the proprietors against any other or others of them, or against the said arbitrators or arbitrator touching the matter aforesaid; And that all necessary books, papers, and writings shall be produced before the said arbitrators or arbitrator; And that all parties to the said reference shall be examined before the said arbitrators or arbitrator, if they or he shall think fit; And that the submission shall be made a rule of His Majesty's Court of King's Bench at Westminster. IN WITNESS &c. II. 1 VICT. CAP. LXXIII. An Act for better enabling Her Majesty to confer certain Powers and WHEREAS divers associations are and may be formed for trading or other purposes, some of which associations it would be inexpedient to incorporate by royal charters, although it would be expedient to confer on them some of the privileges of and incident to corporations created by royal charters, and also to invest such associations or some of them with certain other powers and privileges: And whereas it would also be expedient to extend the powers of Her Majesty in reference to the creation of corporations, and to the conferring of privileges upon corporations, and upon other bodies or companies enabled to sue and be sued: And whereas by an act passed in the sixth year of 6 Geo.4, c. 91. the reign of His Majesty King George the Fourth, intituled “An Act to repeal so much of an Act passed in the Sixth Year of His late Majesty King George the First as relates to the restraining of several extravagant and unwarrantable Practices in the said Act mentioned; and for conferring additional Powers upon His Majesty with respect to the granting of Charters of Incorporation to trading and other Companies," it was amongst other things enacted, that in any charter thereafter to be granted by His Majesty, his heirs or successors, for incorporation of any company or body of persons, it should and might be lawful in and by such charter to declare and provide that the members of such corporation should be individually liable in their persons and property for the debts, contracts, and engagements of such corporation, to such extent, and subject to such regulations and restrictions, as His Majesty, his heirs or successors, might deem fit and proper, and as should be declared and limited in and by such charter, and the members of such corporation should thereby be rendered so liable accordingly: And whereas by an act passed in the session of Parliament held in the fourth 4 & 5 Will. 4, and fifth years of the reign of His late Majesty, intituled "An Act to c. 94. enable His Majesty to invest trading and other Companies with the Powers necessary for the due Conduct of their Affairs, and for the Security of the Rights and Interests of their Creditors," His Majesty, his heirs and successors, were empowered to grant to unincorporated companies and associations certain privileges in such last-mentioned act set forth: And whereas the aforesaid provisions of the said recited acts have not been found effectual for the purposes thereby intended, and it is therefore expedient to repeal the same, and to make such provisions So much of 6 Geo. 4, c. 91, as is hereinbefore the 4 & 5 Will. 4, c. 94, repeal set forth, and ed. in reference to the several matters aforesaid as are hereinafter contained: Now therefore be it enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present Parliament assembled, and by the authority of the same, that so much of the said act of the sixth year of the reign of His Majesty King George the Fourth as is hereinbefore set forth, and also the said recited act of the session of Parliament held in the fourth and fifth years of the reign of His late Majesty King William the Fourth, shall be and they are hereby respectively repealed. II. And be it enacted, that it shall and may be lawful for Her Majesty, her heirs and successors, by letters patent to be from time to time for that purpose issued under the great seal of the united kingdom of Great Britain and Ireland, or in Scotland under the seal appointed by the Articles of Union to be used instead of the great seal thereof, to grant to any company or body of persons associated together for any ing or other trading or other purposes whatsoever, and to the heirs, executors, ad- purposes. ministrators, and assigns of any such persons, although not incorporated by such letters patent, any privilege or privileges which, according to the rules of the common law, it would be competent to Her Majesty, her heirs and successors, to grant to any such company or body of persons in and by any charter of incorporation. Privileges may be granted by letters patent to persons asso ciated for trad The letters patent so granted may provide that suits shall be carried on in the name of one of the officers of any company appointed for that purpose. III. And be it enacted, that in any such letters patent so to be granted as aforesaid by Her Majesty, her heirs or successors, to any such company or body of persons so associated together as aforesaid, but not incorporated, it shall and may be lawful, in and by such letters patent, either expressly or by a general or special reference to this act, to provide and declare that all suits and proceedings, whether at law, in equity, or in bankruptcy or sequestration, or otherwise howsoever, as well in Great Britain and Ireland as in the colonies and dependencies thereof, by or on behalf of such company or body, or any person or persons as trustee or trustees for such company or body, against any person or persons, whether bodies politic or others, and whether members or not of such company or body, shall be commenced and prosecuted in the name of one of the two officers for the time being to be appointed to sue and be sued on behalf of such company or body, and registered in pursuance of the directions of such appointment and registration respectively hereinafter contained; and that all suits and proceedings, whether at law or in equity, by or on behalf of any person or persons, whether bodies politic or others, and whether or not members of such company or body, against such company or body, shall be commenced and prosecuted against one of such officers, or if there shall be no such officer for the time being, then against any member of such company or body: Provided nevertheless, that nothing in this act or in Proviso. such letters patent contained or to be contained shall prevent the plaintiff from joining any member of such company or body with such officer as a defendant in equity, for the purpose of discovery, or in case of fraud. IV. And be it enacted, that it shall and may be lawful, in and by such letters patent so to be granted to any such body or company as aforesaid, to declare and provide that the members of such company or body so associated as aforesaid shall be individually liable in their persons and property for the debts, contracts, engagements, and liabilities of such company or body to such extent only per share as shall be de Individual liability of mem bers of a company may be restricted by letters patent. Deed of partnership to be executed. Return to be made as hereinafter mention ed, of the granting of letters patent, and style of company. Name of com pany not to be changed after registry. If place of bu siness changed, return to be made. When persons bers of com clared and limited in and by such letters patent; and the members of such company or body shall accordingly be individually liable for such debts, contracts, engagements, and liabilities respectively to such extent only per share as in such letters patent shall be declared and limited; such liability nevertheless to be enforced in such manner and subject to such provisions as are hereinafter contained. V. And be it enacted, that every such company or body to which any such privileges or powers as hereinbefore mentioned shall be granted under the authority of this act shall be entered into or formed by a deed of partnership or association, or an agreement in writing of that nature; and the undertaking shall by such deed or agreement be divided into a certain number of shares to be there specified; and in such deed or agreement, or in some schedule thereto, there shall be set forth the name or style of the said company or body, the names or styles of the members of the said company or body, the date of the commencement thereof, the business or purpose for which the said company or body is formed, and the principal or only place for carrying on such business; and in such deed or agreement there shall also be contained the appointment of two or more officers to sue or be sued on behalf of such company or body in manner hereinafter mentioned. VI. And be it enacted, that such company or body as aforesaid shall, within three calendar months after the grant of such letters patent as aforesaid, make or cause to be made a return to such one of the offices for enrolment hereinafter mentioned as shall be required under the provisions of this act, containing the date of the grant of such letters patent as aforesaid, the name or style of the said company or body, the business or purpose for which the said company or body is formed, the principal or only place for carrying on such business, the total number of shares in the said company or body, (and each of which shares is to be distinguished by a separate number in regular succession), the amount to which each share shall render the holder thereof liable, the names and (except as to bodies politic) the places of abode of all the members thereof, and the distinctive number or numbers of the share or respective shares which each member holds; and such company or body shall also at the same time make a return of the names and descriptions of the officers appointed by such company or body to sue and be sued on behalf thereof in manner aforesaid; such return to be made in the form in the schedule (A.) to this act annexed. VII. And be it enacted, that during the continuance of any such company or body after it shall have been so registered no change shall be made in the name or style thereof; and if the principal or only place for carrying on the business of the said company or body shall be changed, the said company or body shall, within three calendar months after such change, make or cause to be made a return to the said office as aforesaid of such change in the form in schedule (B.) to this act annexed. VIII. And be it enacted, that in case any person shall cease to be a cease to be mem- member of such company or body, (except by means of the transfer by deed or writing of any share therein), or in case of the addition of any person thereto, (except by means of the transfer of any share as aforesaid), or of the change of the name of any member thereof by marriage or otherwise, the said company or body shall, within three calendar months after information shall be received by the said company or pany or corporation, except by transfer of shares, or of change of name of member, within three body of any person so ceasing as aforesaid, or of such change or addi- company to tion as aforesaid, make or cause to be made a return to the said office make return as aforesaid, containing the names and places of abode of all persons months. having ceased to be members thereof, (except as aforesaid), and the names and places of abode of all persons having become members thereof, (except as aforesaid), and specifying any change in the name of any member thereof by marriage or otherwise; such return to be made in one of the forms in the schedule (C.) to this act annexed, as the case may be. IX. And be it enacted, that on the transfer by deed or writing of any share in any such company or body as aforesaid, a notice in writing, specifying the date of such transfer, the distinguishing number of the share transferred, the name and (except in the case of a body politic) the place of abode of the person by whom or on whose behalf and of the name and (except as aforesaid) the place of abode of the person to whom such transfer is made, shall be given to the said company or body, by leaving the transfer, when executed by both parties, or some note or memorandum thereof signed by them, at the principal or only office of the said company or body. X. And be it enacted, that in case of the transfer of any share in such company or body, the said company or body shall, within three calendar months after receiving such notice as aforesaid of such transfer, make or cause to be made a return to the said office as aforesaid, containing the date of such transfer, the distinguishing number of the share transferred, the name and (except in the case of a body politic) the place of abode of the person by whom or on whose behalf such transfer is made, and of the person to whom such transfer is made, in the form in schedule (D.) to this act annexed; and such company or body are hereby required, on the request in writing of either of the parties, forthwith to make such return accordingly. any person On transfer of shares, notice to be given to corporation by transferee. the company or Company or corporation to make return within three months after receiving notice of transfer. Any person having made XI. And be it enacted, that where the extent per share of the liability of the individual members of any such company or body shall have been limited by letters patent as aforesaid, it shall be lawful for payment in respect of a share who shall or may from time to time have advanced or paid any sum in in a company consequence or by virtue of any execution or diligence issued against under any judghim in respect of any share in such company or body, under any judgment against ment, decree, interlocutor, or order to be obtained against any officer of such company to make a rethe said company or body, or any member thereof, in manner hereinturn thereof to after mentioned, to make a return thereof to such office as aforesaid in the form in schedule (E.) to this act annexed; and every such return shall be accompanied with a proper voucher or vouchers of the fact of such payment, without which the same shall not be registered as hereinafter mentioned. XII. And be it enacted, that if any sum or sums shall at any time be repaid by any such company or body as last aforesaid in respect of any such sum which may have been so advanced or paid by virtue of such execution or diligence, the said company or body shall forthwith make or cause to be made a return to such office as aforesaid, specify ing the amount of such repayment, in the form in schedule (F.) to this act annexed. Court of Chan cery. Company to make return when repay ment is made of money so ad vanced by any person. XIII. And be it enacted, that in case of the death or resignation or On death, reremoval of any officer appointed to sue and be sued on behalf of any signation, or recompany or body to be formed in pursuance of any of the provisions of moval of officer appointed to |