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and Administration.)

Liability of
members of
a company
carrying on
business with
less than seven
members.

on behalf or on account of the company, by any person acting under the authority of the company.

48. IF any company under this Act carries on business when the number of its members is less than seven for a period of six months after the number has been so reduced, every person who is a member of such company during the time tbat it so carries on business after such period of six months, and is cognizant of the fact that it is so carrying on business with fewer than seven members, shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same, without the joinder in the action or suit of any other meniber.

General meeting of company. Power to alter regulations by special resolution.

Definition of special resolution.

Provisions for Protection of Members. 49. A general meeting of every company under this Act shall be held once at the least in every year.

50. SUBJECT to the provisions of this Act, and to the conditions contained in the memorandum of association, any company formed under this Act may, in general meeting, from time to time, by passing a special resolution in manner herein-after mentioned, alter all or any of the regulations of the company contained in the articles of association or in the table marked A. in the first schedule, where such table is applicable to the company, or make new regulations to the exclusion of or in addition to all or any of the regulations of the company; and any regulations so made by special resolution shall be deemed to be regulations of the company of the same validity as if they had been originally contained in the articles of association, and shall be subject in like manner to be altered or modified by any subsequent special resolution.

51. A resolution passed by a company under this Act shall be deemed to be special whenever a resolution has been passed by a majority of not less than tbree fourths of such members of the company for the time being entitled according to the regulations of the company to vote as may be present, in person or by proxy (in cases where by the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution bas been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled, according to the regulations of the company, to vote as may be present, in person or by proxy, at a subsequent general meeting, of which notice has been duly given, and held at an interval of not less than fourteen days, nor more than one month from the date of the meeting at which such resolution was first passed : At any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same: Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company : In computing the majority under this section, when a poll is demanded, reference sball be had to the number of votes to which each member is entitled by the regulations of the company.

and Administration.)

52. In default of any regulations as to voting every member shall have Provision one vote ; and in default of any regulations as to summoning general meetings where no regua meeting shall be held to be duly summoned of which seven days notice meetings. in writing has been served on every member in manner in which notices are required to be served by the table marked A. in the first schedule hereto; and in default of any regulations as to the persons to summon meetings five members shall be competent to summon the same ; and in default of any regulations as to who is to be chairman of such meeting, it shall be competent for any person elected by the members present to preside.

53. A copy of any special resolution that is passed by any company under Registration this Act shall be printed and forwarded to the registrar of joint stock com- resolutions. panies, and be recorded by him : If such copy is not so forwarded within fifteen days from the date of the confirmation of the resolution, the company shall incur a penalty not exceeding two pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

54. WHERE articles of association have been registered, a copy of every Copies of special resolution for the time being in force shall be annexed to or embodied special

resolutions. in every copy of the articles of association that may be issued after the passing of such resolution: Where no articles of association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same on payment of one shilling, or such less sum as the company may direct: And if any company makes default in complying with the provisions of this section, it shall incur a penalty not exceeding one pound for each copy in respect of which such default is made ; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default sball incur the like penalty.

55. Any company under this Act may, by instrument in writing under its Execution of common seal, empower any person, either generally or in respect of any

deeds abroad. specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom ; and every deed signed by such attorney, on bebalf of the company, and under his seal, shall be binding on the

company, and have the same effect as if it were under the common seal

of the company

Board of

56. The Board of Trade may appoint one or more competent inspectors to Examination examine into the affairs of any company under this Act, and to report thereon, of affairs of in such manner as the Board may direct, upon the applications following; inspectors (that is to say,)

appointed by (1.) In the case of a banking company that has a capital divided into Trade.

shares, upon the application of members holding not less than one
third part of the whole shares of the company for the time being

issued :
(2) In the case of any other company that has a capital divided into

sbares, upon the application of members holding not less than one
fifth part of the whole shares of the company for the time being

issued :
(3.) In the case of any company not having a capital divided into shares,

and Administration.)

evidence.

of officers.

result of

&c.

upon the application of members being in number not less than one fifth of the whole number of persons for the time being entered on

the register of the company as members. Application for 57. The application shall be supported by such evidence as the Board of juspection to be Trade may require for the purpose of showing that the applicants have good supported

reason for requiring such investigation to be made, and that they are not actuated by malicious motives in instituting the same; the Board of Trade may also require the applicants to give security for payment of the costs of

the inquiry before appointing any inspector or inspectors. Inspection of

58. It shall be the duty of all officers and agents of the company to probooks and

duce for the examination of the inspectors all books and documents in their examination

custody or power: Any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly: If any officer or agent refuses to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding five

pounds in respect of each offence. Report of

59. UPON the conclusion of the examination the inspectors shall report

their opinion to the Board of Trade : Such report shall be written or printed, examination,

as the Board of Trade directs: A copy shall be forwarded by the Board of Trade to the registered office of the company, and a further copy shall, at the request of the members upon whose application the inspection was made, be delivered to them or to any one or more of them : All expenses of and incidental to any such examination as aforesaid shall be defrayed by the menubers upon whose application the inspectors were appointed, unless the Board of Trade shall direct the same to be paid out of the assets of the company, which it is hereby authorized to do.

60. Any company under this Act may by special resolution appoint company to appoint

inspectors for the purpose of examining into the affairs of the company: The inspectors. inspectors so appointed shall bave the same powers and perforin the same

duties as inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the company in general meeting directs; and the officers and agents of the company shall incur the same penalties, in case of any refusal to produce any book or document hereby required to be produced to such inspectors, or to answer any question, as they would have incurred if such ivspector had been appointed by the

Board of Trade. Report of 61. A copy of the report of any inspectors appointed under this Act, inspectors to

authenticated by the seal of the company into whose affairs they have made inspection, shall be admissible in any legal proceeding, as evidence of the opinion of the inspectors in relation to any matter contained in such report.

Power of

be evidence.

Notices.

Service of notices, &c. on company.

62. Any summons, notice, order, or other document required to be served upon the company may be served by leaving the same, or sending it through the post in a prepaid letter addressed to the company, at their registered office.

and Administration.)

63. Any document to be served by post on the company shall be posted Service of

. in such time as to admit of its being delivered in the due course of delivery notices, &c.

by post. within the period (if any) prescribed for the service thereof; and in proving service of such document it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid letter into the post office.

64. Any summons, notice, order, or proceeding requiring authentication by Authentication the company, may be signed by any director, secretary, or other authorised

company, &c. officer of the company, and need not be under the common seal of the company; and the same may be in writing or in print, or partly in writing and partly in priot.

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c. 43.

c. 104.

c. 93.

Legal Proceedings. 65. ALL offences under this Act made punishable by any penalty may be Recovery of prosecuted summarily before two or more justices, as to England, in manner

penalties. directed by an Act passed in the session holden in the eleventh and twelfth years of the reign of Her Majesty Queen Victoria, chapter forty-three, intituled “ An Act to facilitate the performance of the duties of justices of the peace out 11 & 12 Vict.

of sessions within England and Wales with respect to summary convictions " and orders,” or any Act amending the same; and as to Scotland, before two or more justices or the sheriff of the county, in manner directed by the Act passed in the session of Parliament holden in the seventeenth and eighteenth years of the reign of Her Majesty Queen Victoria, chapter one hundred and four, intituled “ An Act to amend and consolidate the Acts relating to merchant 17 & 18 Vict.

shipping,” or any Act amending the same, as regards offences in Scotland against that Act, not being offences by that Act described as felonies or misdemeanors; and as to Ireland, in manner directed by the Act passed in the session holden in the fourteenth and fifteenth years of the reign of Her Majesty Queen Victoria, chapter ninety-three, intituled “An Act to consolidate and 14 & 15 Vict. “ amend the Acts regulating the proceedings of petty sessions and the duties

of justices of the peace out of quarter sessions in Ireland," or any Act amending the same.

66. The justices or sheriff imposing any penalty under this Act may direct Application or the whole or any part thereof to be applied in or towards payment of the penalties. costs of the proceedings, or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered; and, subject to such direction, all penalties shall be paid into the receipt of Her Majesty's Exchequer, in such manner as the Treasury may direct, and shall be carried to and form part of the Consolidated Fund of the United Kingdom.

67. EVERY company under this Act shall cause minutes of all resolutions Evidence of and proceedings of general meetings of the company, and of the directors or proceedings at

meetings, &c. managers of the company in cases where there are directors or managers, to be duly entered in books to be from time to time provided for the purpose; and any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedivgs had, or by the chairman of the next succeeding meeting, shall be received as evidence in all legal proceedings; and until the contrary is proved, every general meeting

and Administration.)

of the company or meeting of directors or managers in respect of the proceedings of which ninutes have been so made shall be deemed to have been duly held and convened, and all resolutions passed thereat, or proceedings had, to have been duly passed and had ; and all appointments of directors, managers, or liquidators shall be deemed to be valid, and all acts done by such directors, managers, or liquidators shall be valid, notwithstanding any defect that may

afterwards be discovered in their appointments or qualifications. Jurisdiction of 68. In the case of companies under this Act, and engaged in working mines court of vice warden of within and subject to the jurisdiction of the Stannaries, the court of the vice Stannaries. warden of the Stannaries shall have and exercise the like jurisdiction and

powers, as well on the common law as on the equity side thereof, which it now possesses by custom, usage, or statute in the case of unincorporated companies, but only so far as such jurisdiction or powers are consistent with the provisions of this Act and with the constitution of companies as prescribed or required by this Act; and for the purpose of giving fuller effect to such jurisdiction in all actions, suits, or legal proceedings instituted in the said court, in causes or matters whereof the court has cognizance, all process issuing out of the same, and all orders, rules, demauds, notices, warrants, and summonses required or authorised by the practice of the court to be served on any company, whether registered or not registered, or any member or contributory thereof, or any officer, agent, director, manager, or servant thereof, may be served in any part of England without any special order of the vice warden for that purpose, or by such special order may be served in any part of the United Kingdom of Great Britain and Ireland, or in the adjacent islands, parcel of the dominions of the Crown, on such terms and conditions as the court shall think fit; and all decrees, orders, and judgments of the said court made or pronounced in such causes or matters may be enforced in the same manner in which decrees, orders, and judgments of the court may now by law be enforced, whether within or beyond the local limits of the Stannaries; and the seal of the said court, and the signature of the registrar thereof, shall be judicially noticed by all other courts and judges in England, and shall require no other proof than the production thereof : The registrar of the said court or the assistant registrar, in making sales under any decree or order of the court, shall be entitled to the same privilege of selling by auction or competition without a licence, and without being liable to duty, as a judge of the Court of Chancery

is entitled to in pursuance of the Acts in that behalf. Power to order 69. WHERE a limited company is plaintiff or pursuer in any action, suit, or security for costs in actions other legal proceeding, any judge having jurisdiction in the matter may, if it brought by appears by any credible testimony that there is reason to believe that, if the limited companies.

defendant be successful in his defence, the assets of the company will be insufficient to pay his costs, require sufficient security to be given for such

costs, and may stay all proceedings until such security is given. Allegations in 70. In any action or suit brought by the company against any member to actions against recover any call or other monies due from such member in his character of

member, it shall not be necessary to set forth the special matter, but it shall be sufficient to allege that the defendant is a member of the company, and is indebted to the company in respect of a call made or other monies due, whereby an action or suit hath accrued to the company.

members.

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