PROCEEDINGS OF DIRECTORS. (55.) The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business: Questions arising at any meeting shall be decided by a majority of votes: In case of an equality of votes, the chairman, in addition to his original vote, shall have a casting vote: A director may at any time summon a meeting of the directors. (56.) The directors may elect a chairman of their meetings, and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holding the same, the directors present shall choose some one of their number to be chairman of such meeting. (57.) The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit: Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the directors. (58.) A committee may elect a chairman of their meetings: If no such chairman is elected, or if he is not present at the time appointed for holding the same, the member present shall choose one of their number to be chairman of such meeting. (59.) A committee may meet and adjourn as they think proper: Questions at any meeting shall be determined by a majority of votes of the members present; and in case of an equal division of votes, the chairman shall have a casting vote. (60.) All acts done by any meeting of the directors, or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director. (61.) The directors shall cause minutes to be made in books provided for the purpose,(1.) Of all appointments of officers made by the directors; (2.) Of the names of the directors pre- (3.) Of all orders made by the directors And any such minute as aforesaid, if signed by any person purporting to be the chairman of any meeting of directors, or committee of directors, shall be receivable in evidence without any further proof. (62.) The company, in general meeting, may, by a special resolution, remove any director before the expiration of his period of office, and appoint another qualified person in his stead: The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held the same if he had not been removed. DIVIDENDS. (63.) The directors may, with the sanction of the company in general meeting, declare a dividend to be paid to the shareholders in proportion to their shares. (64.) No dividend shall be payable except out of the profits arising from the business of the company. (65.) The directors may, before recommending any dividend, set aside out of the profits of the company such sum as they think proper as a reserved fund to meet contingencies, or for equalising dividends, or for repairing, or maintaining, the works connected with the business of the company, or any part thereof; and the directors may invest the sum so set apart as a reserved fund upon such securities as they, with the sanction of the company, may select. (66.) The directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the company on account of calls or otherwise. (67.) Notice of any dividend that may have been declared shall be given to each shareholder, or sent by post or otherwise to his registered place of abode, and all dividends un claimed for three years, after having been declared, may be forfeited by the directors for the benefit of the company. (68.) No dividend shall bear interest as against the company. ACCOUNTS. (69.) The directors shall cause true accounts to be kept Of the stock-in-trade of the company; Such accounts shall be kept upon the prin- (70.) Once at the least in every year, the directors shall lay before the company in general meeting a statement of the income and expenditure for the past year, made up to a date not more than three months before such meeting. (71.) The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters. Every item of expenditure fairly chargeable against the year's income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting; and, in cases where any item of expenditure which may in fairness be distributed over several years, has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. (72.) A balance-sheet shall be made out in every year, and laid before the general meeting of the company, and such balancesheet shall contain a summary of the property and liabilities of the company arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit. (73.) A printed copy of such balance-sheet shall, seven days previously to such meeting, be delivered at or sent by post to the registered address of every shareholder. AUDIT. (74.) The accounts of the company shall be examined, and the correctness of the balance-sheet ascertained by one or more |