respect of which such call was made, will be liable to be forfeited.

Το

&c.

I am, &c.,

Secretary.

The - Co, Limtd.

Form 183.

Notice of ordinary general

meeting.

Notice is hby given that the fourth ordinary general meeting of The Co, Limtd, will be held at the Hotel, Street, London, E.C., on Monday, the day of, 1884, at — o'clock in the afternoon [for the pposes following, namely, to receive and consider the annual statemt of accounts and balance-sheet, and the reports of the directors and auditors thereon, to elect directors and other officers in the place of those retiring by rotation, to sanction the declon of a dividend and] to transact the [other] ordinary business of the co. The transfer books of the co will be closed from

day the th

By order.
A. B., Secretary.

If the articles only require the objects of an extraordinary meeting to be specified in notices calling general meetings, the words in brackets can be omitted.

Form 184.

Notice of extraordinary general meeting.

o'clock in the

Notice is hby given, that an extraordinary general meeting of The Co, Limtd, will be held at, &c., on, &c., at afternoon, when the subjoined resolution will be proposed.

Form 185.

Another form.

Notice is hby given that an extraordinary meeting of the above-named co will be held at, &c., on, &c., at - o'clock in the afternoon, for the ppose of considering, and, if thought fit, passing a resolution [or, when a resolution will be proposed] authorising the directors [e.g., "to raise the sum of 7. by the issue of mtge debentures or otherwise."]

Dated, &c.
No. &c.

The

By order.
A. B., Secretary.

Co, Limtd.

Form 186.

Notice of extraordinary

Notice is hby given that an extraordinary general meeting of The Co, Limtd, will be held at [e.g., "The Terminus Hotel, Cannon Street, in the City of London," or "the registered office of the co, No." ing for passing &c.], on day of 1884, at o'clock in the afternoon, when

Should the resolution be passed by the required majority, it will be Form 186. submitted for confirmation as a special resolution to a second extraordinary meeting which will be subsequently convened [or which in the absence of further notice will be held on the

same time and place].

day of

at the

Where it is intended to pass a special resolution, the notice of the first meeting ought to inform members expressly or impliedly of the fact. But some resolutions imply the intention, e. g., a resolution purporting to alter the articles. It has not been settled whether the exact terms of the proposed resolution must be set out in this notice. Section 51 of the Act says, "of which notice specifying the intention to propose such resolution has been duly given," [supra, p. 190] but it is conceived that this will not be strictly construed, and that provided fair notice of the subject-matter of the proposed resolution is given it is sufficient. See Imperial Bank v. Bk. of Hind. 5 Eq. 91. And where the notice is framed in general terms it would seem that an amendment might properly be proposed, provided that the amended resolution falls within the notice. See Imperial Hydropathic v. Hampson, 23 C. Div. p. 9.

But if a notice points exclusively to a specific resolution, e. g., "to increase the capital to 10,000l. by the creation of 5,000 new shares of 11. each," it would seem that no modification or amendment of such resolution could be made at the meeting. Where it is desired to leave room for amendment the words 'either with or without modification" should be inserted before the word "passing," or the notice should be framed more generally. It would seem that a resolution cannot be confirmed so as to become a special resolution, unless the notice of the first meeting gave direct or indirect notice that it was intended to proceed by special resolution.

As regards the use of the words in brackets at the end of the above notice, there would not primâ facie appear to be any objection to convening the two meetings by the one notice, but of course if the first meeting is adjourned so that there would not be fourteen clear days between the two meetings, a fresh notice may be requisite. And occasionally the regulations provide that “not less than seven days, and not more than twenty-one days notice shall be given"; this may interfere with a simple notice.

The Co, Limtd.

Notice is hby given, that an extraordinary general meeting of The Form 187. Co, Limtd, will be held at, &c., on the 10th February, 1884, when Notice of meetthe subjoined resolution, which was passed at the extraordinary general ing to confirm meeting of the co held on theth of January, 1884, will be submitted special resolu for confirmation as a special resolution.

tion.

It seems clear that no modification of the resolution can be permitted at the

Form 187. confirmatory meeting. It must either be passed or rejected. There must be an interval of fourteen clear days between the two meetings. See section 51, supra, p. 190.

Form 188.

Notice of ordinary and extraordinary general meet. ings to be held on same day.

Notice is hby given, that an extraordinary general meeting of The Co, Limtd, will be held at, &c., on, &c., at o'clock in the afternoon, when the subjoined resolution, which was passed at the extraordinary meeting of the co, held on, &c., will be submitted for confirmation as a special resolution.

And notice is hby also given that at the same place, and on the same day, at o'clock in the afternoon, or so soon afterwards as the extraordinary general meeting shall be concluded, the fourth ordinary general meeting of the co will be held for the ppose of [see supra, p. 204] transacting the ordinary business of the co.

Dated, &c.
No.

Street, &c.

By order.
A. B., Secretary.

Sometimes it is found convenient to convene an extraordinary meeting for the same day as the ordinary meeting, but it must be borne in mind that a separate proxy is requisite for each of two meetings though held the same day, supra, p. 140.

Where two successive special resolutions have to be passed it is not unusual to pass them in three meetings, or to hold the two central meetings on the same day, as follows. See Form 189, infra. It seems better to adopt the course last mentioned, for it might be contended that a special resolution does not become effective until the close of the meeting.

Notice of Meeting.

Form 189.

Notice of extraordinary general meet ings for pass. ing two special

resolutions in three meetings.

Notice is hby given, that an extraordinary general meeting, &c., when the subjoined resolution will be proposed.

Should the sd resolution be passed by the required majority, it will be submitted for confirmation as a special resolution to a second extraordinary meeting to be subsequently convened.

Resolution.

That the articles of association of the co be altered by the insertion therein immediately after Article 10 of the following Article, namely:10a. The co may from time to time reduce the capital.

Form 190. Subsequent

notice.

Notice is hy given, that an extraordinary general meeting of The Co, Limtd, will be held, &c., when the resolution, That [as above], which was passed at the extraordinary meeting of the co held on the inst., will be submitted for confirmation as a special resolution. Should such resolution be duly confirmed, the following resolution will be proposed at the same meeting, and, if passed by the requisite majority, will

be submitted for confirmation as a special resolution to a subsequent Form 190. extraordinary general meeting, which will be held on the

day of

at the same time and place.

Resolution.

That the capital of the co be reduced from --l. divided into

If there are to be four meetings, the notice will provide for two meetings on the same day, as in Form 189, mutatis mutandis.

We, the undersigned members of the above-named co, holding in the Form 191. aggregate shares and upwards in the capital thereof, do hby, in Requisition of psuance of the provisions in this behalf contd in the articles of members for a general association of the co, require you to convene an extraordinary general meeting. meeting of the co, to be held on Monday, theth day of June, 1884, at six o'clock in the afternoon, for the ppose of considering, and, if thought fit, passing, the subjoined resolution.

That, &c. [set it out.]

Dated, &c.

Resolution.

See supra, p. 134, Clause 60.

Notice [as in Form 184, adding :]

This notice is given by the undersigned members of the co [or by the Form 192. direction of the members of the co specified in the schedule hto and] Notices by holding in the aggregate upwards of one-fifth of the capital in exercise members of the power conferred by article of the co's articles of association, calling meetthe directors having failed for -days after the deposit of a requisition in accordance with such articles of association to convene a meeting for

[Names of conveners.]

ing.

In either

If the words in brackets are used, a schedule of names will be added, and the notice will be signed by some person on behalf of the conveners. case printed signatures would probably be sufficient.

See infra, Winding up.

WINDING UP NOTICES.

Sometimes in view of a winding up it is desirable to send out a circular to shareholders making grave statements as to the directors and promoters, &c. See Quartz Hill Co. v. Beall, 20 C. Div. 501; 30 W. R. 584, and Plating Co. v. Farquharson, 17 C. D. 49, as to restraining such circulars.

Form 192.

NOTICES TO THE REGISTRARS OF JOINT-STOCK COMPANIES.

The Act requires a considerable number of notices to be given to the registrar. Every such notice requires a 5s. stamp. See Table B. in the first schedule to the Act of 1862, and supra, p. 73. The notices are in many cases made out on skeleton forms supplied by the registration agents.

The following are some of the cases in which a notice must be given :—

Notice to Office.

Section 39 of the Act provides that: “Every company under this Act shall have a registered office, to which all communications and notices may be addressed. If any company under this Act carries on business without having such an office, it shall incur a penalty not exceeding five pounds for every day during which business is so carried on."

And section 40 provides that: "Notice of the situation of such registered office, and of any change therein, shall be given to the registrar, and recorded by him. Until such notice is given, the company shall not be deemed to have complied with the provisions of this Act, with respect to having a registered office."

The ordinary form of notice is as follows:

Form 193.

Notice of situation of office.

To the Registrar of Joint Stock Cos:

The Co, Limtd, hby give you notice, in accordance with the Companies Act, 1862, that the registered office of the co is situated at, &c.

Dated, &c.

A. B., Secretary.

The notice on change of office is the same as above, only that the word 66 now" is inserted before the word "situated."

Notice of Consolidation of Shares and Conversion of Shares into Stock. By section 28 of the Act: "Every company under this Act having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount than its existing shares, or converted any portion of its capital into stock, shall give notice to the registrar of joint-stock companies of such consolidation, division, or conversion, specifying the shares so consolidated, divided, or converted."

Notice of Increase of Capital or in Number of Members.

Section 34 of the Act is as follows: "Where a company has a capital divided into shares, whether such shares may or may not have been converted into stock, notice of any increase in such capital beyond the registered capital, and where a company has not a capital divided into shares, notice of any increase in the number of members beyond the registered member, shall be given to the registrar in the case of an increase of capital, within fifteen days from the date of the passing of the resolution by which such increase shall have been authorised, and in case of an increase of members within fifteen days from the time at which such increase of members has been resolved on or has taken place; and the registrar shall forthwith record the amount of such increase of capital or members: if such notice shall not be given within the period aforesaid, the company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues, and every director and