1 8 VICT. CAP. 16. Meetings of Quorum. Votes. Directors to elect permanent chairman. Deputy chairman. Occasional they shall appoint for the purpose, and they may meet and adjourn as they think proper, from time to time, and from place to place; and at any time any two of the directors may require the secretary to call a meeting of the directors, and in order to constitute a meeting of directors there shall be present at the least the prescribed quorum, and wher. no quorum shall be prescribed there shall be present at least one-third of the directors; and all questions at any such meeting shall be determined by the majority of votes of the directors present, and in case of an equal division of votes the chairman shall have a casting vote in addition to his vote as one of the directors. 93. At the first meeting of directors held after the passing of the special act, and at the first meeting of the directors held after each annual appointment of directors, the directors present at such meeting shall choose one of the directors to act as chairman of the directors for the year following such choice, and shall also, if they think fit, choose another director to act as deputy chairman for the same period; and if the chairman or deputy chairman die or resign, or cease to be a director, or otherwise be come disqualified to act, the directors present at the meeting next after the occurrence of such vacancy shall choose some other of the directors to fill such vacancy; and every such chairman or deputy chairman so elected as last aforesaid shall continue in office so long only as the person in whose place he may be so elected would have been entitled to continue if such death, resignation, removal, or disqualification had not happened. 94. If at any meeting of the directors neither the chairman of chairman nor deputy chairman be present the directors present shall choose some one of their number to be chairman of such meeting. directors. Committees of directors. 95. It shall be lawful for the directors to appoint one or more committees, consisting of such number of directors as they think fit, within the prescribed limits, if any, and Powers of they may grant to such committees respectively power on committees. behalf of the company to do any acts relating to the affairs of the company which the directors could lawfully do, and which they shall from time to time think proper to intrust to them. Meetings of 96. The said committees may meet from time to time, committees. and may adjourn from place to place, as they think proper, for carrying into effect the purposes of their appointment; and no such committee shall exercise the powers intrusted to them except at a meeting at which there shall be present the prescribed quorum, or if no quorum be prescribed then a quorum to be fixed for that purpose by the general Quorum. 8 VICT. CAP. 16. one of the members present shall be appointed chairman; and all questions at any meeting of the committee shall be determined by a majority of votes of the members present, and in case of an equal division of votes the chairman Chairman. shali have a casting vote in addition to his vote as a mem- Votes. ber of the committee. 97. The power which may be granted to any such com- Power to mittee to make contracts, as well as the power of the di- make conrectors to make contracts on behalf of the company, may tracts. lawfully be exercised as follows; (that is to say,) With respect to any contract which, if made between Contracts in private persons, would be by law required to be in writing and writing, and under seal, such committee or the direc- under seal. tors may make such contract on behalf of the company in writing, and under the common seal of the company, and in the same manner may vary or discharge the same. Contracts in ed by two With respect to any contract which, if made between private persons, would be by law required to be in writing sign. writing, and signed by the parties to be charged directors. therewith, then such committee or the directors may make such contract on behalf of the company in writing, signed by such committee or any two of them, or any two of the directors, and in the same manner may vary or discharge the same: only, with With respect to any contract which, if made between Contracts private persons, would by law he valid although made by parol by parol only, and not reduced into writing, such out writing committee or the directors may make such contract on behalf of the company by parol only, without writing, and in the same manner may vary or discharge the same: on company And all contracts made according to the provisions herein Contracts to contained shall be effectual in law, and shall be binding be binding upon the company and their successors, and all other par- and all other ties thereto, their heirs, executors, or administrators, as parties. the case may be; and on any default in the execution of any such contract, either by the company or any other party thereto, such actions or suits may be brought, either by or against the company, as might be brought had the same contracts been made between private persons only. in books, 98. The directors shall cause notes, minutes, or copies, Proceedings as the case may require, of all appointments made or con- to be entered tracts entered into by the directors, and of the orders and proceedings of all meetings of the company, and of the directors and committees of directors, to be duly entered in books, to be from time to time provided for the purpose, which shall be kept under the superintendence of the 8 VICT. CAP. 16. to be signed and to be evidence. directors; and every such entry shall be signed by the chairman of such meeting; and such entry, so signed, shall be received as evidence in all courts, and before all by chairman judges, justices, and others, without proof of such respective meetings having been duly convened or held, or of the persons making or entering such orders or proceedings being shareholders or directors or members of committee respectively, or of the signature of the chairman, or of the fact of his having been chairman, all of which last-mentioned matters shall be presumed, until the contrary be proved. Acts of di rectors to be valid, not 99. All acts done by any meeting of the directors, or of a committee of directors, or by any person acting as a withstand director, shall, notwithstanding it may be afterwards dising defects covered that there was some defect in the appointment of in their ap pointment. any such directors or persons acting as aforesaid, or that they or any of them were or was disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director. Directors not to be liable. 100. No director, by being party to or executing in his personally capacity of director any contract or other instrument on behalf of the company, or otherwise lawfully executing any of the powers given to the directors, shall be subject to be sued or prosecuted, either individually or collectively, by any person whomsoever; and the bodies or goods or lands of the directors shall not be liable to execution of any legal process by reason of any contract or other instrument so entered into, signed, or executed by them, or by reason of any other lawful act done by them in the Directors to execution of any of their powers as directors; and the be indemni-directors, their heirs, executors, and administrators, shall be indemnified out of the capital of the company for all payments made or liability incurred in respect of any acts done by them, and for all losses, costs, and damages which they may incur in the execution of the powers granted to them; and the directors for the time being of the company may apply the existing funds and capital of the company for the purposes of such indemnity, and may, if necessary for that purpose, make calls of the capital remaining unpaid, if any. fied for all payments made and liabilities incurred. AUDITORS. Election of And with respect to the appointment and duties of auditors, be it enacted as follows: auditors. 101. Except where by the special act auditors shall be directed to be appointed otherwise than by the company, the company shall, at the first ordinary meeting after the passing of the special act, elect the prescribed number of auditors, and if no number is prescribed two auditors, in like manner as is provided for the election of directors; vear thereafter the company shall in like manner elect an auditor to supply the place of the auditor then retiring from office, according to the provision hereinafter contained; and every auditor elected as herein before provided, being neither removed nor disqualified, nor having resigned, shall continue to be an auditor until another be elected in his steari. 8 VICT. CAP. 16. 102. Where no other qualification shall be prescribed Qualification by the special act, every auditor shall have at least one of auditors. [Amended share in the undertaking; and he shall not hold any office by 31 & 32 in the company, nor be in any other manner interested in Vict., c. 119, 8. 11.] its concerns, except as a shareholder. 103. One of such auditors (to be determined in the Rotation of first instance by ballot between themselves, unless they auditors. shall otherwise agree, and afterwards by seniority) shall go out of office at the first ordinary meeting in each year: but the auditor so going out shall be immediately re- Eligible for eligible, and after any such re-election shall with respect to the going out of office by rotation, be deemed a new auditor. re-election. auditor. 104. If any vacancy take place among the auditors in Vacancies the course of the current year, then at any general meet- in office of ing of the company the vacancy may, if the company think fit, be supplied by election of the shareholders. elect audi 105. The provision of this act respecting the failure of Failure of an ordinary meeting at which directors ought to be chosen meeting to shall apply. "mutatis mutandis," to any ordinary meeting at which an auditor ought to be appointed. tor. balance 106. The directors shall deliver to such auditors the Directors to half-yearly or other periodical accounts and balance sheet, deliver fourteen days at the least before the ensuing ordinary sheet, &c., meeting at which the same are required to be produced to to auditors. the shareholders as hereinafter provided. Auditors to 107. It shall be the duty of such auditors to receive examine ac from the directors the half-yearly or other periodical counts. accounts and balance sheet required to be presented to the shareholders, and to examine the same. accountants, 108. It shall be lawful for the auditors to employ such Auditors accountants and other persons as they may think proper, may employ at the expense of the company, and they shall either make &c. a special report on the said accounts, or simply confirm Confirmathe same; and such report or confirmation shall be read, tion of actogether with the report of the directors, at the ordinary counts. meeting. And with respect to the accountability of the officers of the company, be it enacted as follows: ACCOUNTA BILITY OF 109. Before any person intrusted with the custody or Security. control of monies, whether treasurer, collector, or other officer of the company, shall enter upon his office, the 8 VICT. CAP. 16. Officers to counts on demand, directors shall take sufficient security from him for the faithful execution of his office. 110. Every officer employed by the company shall from deliver ac- time to time, when required by the directors, make out and deliver to them, or to any person appointed by them for that purpose, a true and perfect account in writing under his hand of all monies received by him on behalf of the company; and such account shall state how, and to whom, and for what purpose such monies shall have been with vouch- disposed of; and, together with such account, such officer ers and re- shall deliver the vouchers and receipts for such payments; and every such officer shall pay to the directors, or to any person appointed by them to receive the same, all monies which shall appear to be owing from him upon the balance of such accounts. ceipts and pay balance. Summary remedy before two justices. 111. If any such officer fail to render such account, or against offi- to produce and deliver up all the vouchers and receipts cers failing relating to the same in his possession or power, or to pay to account, the balance thereof when thereunto required, or if for three days after being thereunto required he fail to deliver up to the directors, or to any person appointed by them to receive the same, all papers and writings, property, effects, matters, and things, in his possession or power, relating to the execution of this or the special act, or any act incorporated therewith, or belonging to the company, then, on by summons complaint thereof being made to a justice, such justice shall summon such officer to appear before two or more justices at a time and place to be set forth in such summons, to answer such charge; and upon the appearance of such officer, or in his absence upon proof that such summons was personally served upon him, or left at his last known place of abode, such justices may hear and determine the matter in a summary way, and may adjust and declare the balance owing by such officer; and if it appear, either upon confession of such officer or upon evidence, or upon inspection of the account, that any monies of the company are in the hands of such officer, or owing by him to the company, such justices may order such officer to pay the same; and if he fail to pay the amount it shall be lawful order pay for such justices to grant a warrant to levy the same by distress, or, in default thereof, to commit the offender to gaol, there to remain without bail for a period not exceeding three months, unless the same be sooner paid. who may ment. Officers re112. If any such officer refuse to make out such account fusing to deliver up in writing, or to produce and deliver to the justices the documents several vouchers and receipts relating thereto, or to deliver &c., to be imprisoned. up any books, papers, or writings, property, effects, matters, or things, in his possession or power, belonging to the |