Referees. Committee. Report. Third reading. House of Wharncliffe order. With regard to Standing Order 131, it may be mentioned that the holders of preference shares, or of stock of a special character, are sometimes allowed a locus standi on the ground that their interests are distinct. All questions of locus standi are decided by the Court of Referees. It lies with the promoters to prove to the satisfaction of the committee the preamble and the propriety of the provisions contained in the bill. The promoters of the bill and such of the petitioners (if any) against it as have been allowed a locus standi will be heard by their counsel or agents; if necessary, witnesses will be examined and crossexamined; and if requisite, amendments will be made. In due course the committee will report the bill to the House. The bill subsequently comes on for third reading, preparatory to its being sent to the House of Lords. When the bill has been read a third time it goes to the House of Lords, and after being read there a first time, it is referred to the Standing Orders Committee, before whom compliance with such standing orders as have not been previously inquired into, is proved. At this stage also, Standing Order 65 of the House of Lords must be borne in mind. It is as follows: . In the case of every bill brought from the House of Commons, in which provisions have been inserted in that House empowering or requiring any company formed or registered, under the Companies Act, 1862, . . to do any act not authorised by the memorandum and articles of association . . . . the examiner shall report as to compliance and non-compliance with the following requirements: .... In the case of a company formed or registered under the Companies Act, 1862, the bill, as introduced or proposed to be introduced into this House, shall be approved by a special resolution of the company. A copy of such special resolution shall be deposited in the office of the Clerk of Parliaments. Provided always that if by the terms of such special resolution the bill . . as introduced or proposed to be introduced into the House of Commons, shall have been approved . . . . subject to such additions, alterations, and variations as Parliament may think fit to make therein, then it shall not be necessary for the purposes of this order to obtain any further approval or consent in respect of any provisions inserted in the bill in the House of Lords: Provided, nevertheless, that it shall be competent for the committee on the bill, if they think fit, having regard to the nature and effect of such provisions, to require any further evidence of the approval and consent to such provisions on the part of the shareholders or members of the company. . . . In most cases the special resolution having been passed as above [p. 613], a second special resolution is not necessary under the above order, but when, for any reason, such a resolution is necessary, it is usually passed immediately after the third reading of the bill in the House of Commons. There is a standing order of the House of Lords similar to Order 75 of the House of Commons, supra, p. 613, under which dissentient members will be heard by the examiner as to compliance with the above order. When the examiner has certified compliance with Order 65, the bill will come on in due course for the second reading, and if read a second Second time, will be referred to a committee which, in the case of an opposed reading. bill, consists of five members. The committee examines the provisions of the bill, makes amend- Committee. ments, and bears, by their counsel or agents, the parties interested. Every petition praying to be heard against the bill is to be presented by being deposited in the private bill office within seven days after the day on which the bill has been read a second time. A petitioner who has not opposed in the other House is not thereby precluded from opposing the bill in the House of Lords. There is a standing order of the House of Lords (105), similar to Standing Order 132 of the House of Commons, supra, p. 613. And, accordingly, any dissentient member of the company will be heard by the committee. In due course the committee will report the bill to the House, and having been read a third time and passed, it will either be returned to Third reading. the Commons with amendments, or a message will be sent to the Commons that it has been agreed to without amendment. Shortly after the bill has been agreed to by both Houses, the royal Royal assent. assent will be given, and thereupon the bill becomes an Act of Parlia ment. Lastly, it may here be observed, that in the foregoing outline of procedure, it has been assumed that the bill originates in the House of Commons. forms. The following forms are given as examples of some of the different As to the kinds of Special Acts which companies formed under the Act of 1862 from time to time obtain. SPECIAL ACTS. THE PORTISHEAD DISTRICT WATER ACT, 1875. Form 750. Act dissolving and re-incorporating a water-works co formed under the Reconstruction Act. Recitals. Act of 1862. Acts such as this are frequently obtained by water, gas, and other companies. See further, supra, p. 88. WHAS in the year 1874 certain persons formed themselves into a Water Co under the name of The Portishead District Waterworks Co (Limtd), in this Act called "the limtd co," for the ppose of supplying water to and within the parishes, townships, and extra-parochial and other places of Portishead, &c., in the county of Somerset, and such co was duly registered under "The Companies Act, 1862:" And whas the present share capital of the limtd co consists of 32,0007, divided into 3,200 shares of 10/. each, and the co have not borrowed any money on mtge: And whas it is expedient that the limtd co should be dissolved and re-incorporated, and that the co so to be incorporated (in this Act called "the co") be authorised to supply with water the parishes and places afsd, and to make and maintain the reservoir and other works hereinafter mentd, and that other powers be given and provisions made with respect to their undertaking: And whas plans and sections showing the lines and levels of the reservoir authorised by this Act, and also books of reference containing the names of the owners and lessees, or reputed owners and lessees, and of the occupiers of the lands required or which may be taken for the pposes or under the powers of this Act, were duly deposited with the clerk of the peace for the county of Somerset, and are hereinafter respively referred to as the deposited plans, sections, and books of reference: And whas the objects afsd cannot be effected without the authority of Parliamt: May it therefore please your Majesty that it may be enacted; and 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 Parliamt assembled, and by the authority of the same, as follows; (that is to say,) 1. This Act may be cited as the Portishead District Water Act, Form 750. 1875. Short title. General Acts 2. "The Companies Clauses Consolidation Act, 1845," Parts I., II., Provisions of and III. of "The Companies Clauses Act, 1863," "The Lands Clauses certain Consolidation Acts, 1845, 1860, and 1869," and "The Waterworks Clauses incorporated. Acts, 1847 and 1863," are (except where expressly varied by this Act) incorporated with and form part of this Act. 3. In this Act the several words and expressions to which meanings Interpretation are assigned by the Acts wholly or partially incorporated herewith have of terms. the same respive meanings, unless there be something in the subject or context repugnant to such construction: the expression "Ct of competent jurisdiction," or any other like expression in this Act or any Act incorporated herewith, shall be read and have effect as if the debt or demand with respect to which the expression is used were a common simple contract debt, and not a debt or demand created by statute; and the expression "superior Cts" shall include county Cts in all cases where the amount of the debt or demand is within the jurisdiction for the time being of county Cts. 4. The limits of this Act shall be the parishes, townships, extra- Limits of Act. parochial and other places of, &c., in the county of Somerset. of company. 5. From and after the passing of this Act the limtd co shall be Incorporation dissolved, and the several persons and corporations who immediately before the passing of this Act were members of that co and all other persons and corporations who have subscribed to or who shall hereafter become proprietors in the undertaking of the co, and their exs, ads, successors, and assigns respively, shall be and they are hby united into a co for the ppose hereinafter mentd, and shall be incorporated by the name of the Portishead District Water Co, and by that name shall be a body corporate, with perpetual succession and a common seal, with power to pchase, take, hold, and dispose of land and other ppty for the pposes of this Act. company. 6. The co shall be established for the ppose of maintaining and from General purtime to time renewing, extending, and enlarging the existing works of poses of the the limtd co, and for making and maintaining the reservoir and works by this Act authorised, and for supplying water by meter or otherwise to and within the limits of this Act, and for selling or letting on hire meters and other materials necessary or desirable for such supply, and for other the pposes of this Act. limited com incorporated 7. Subject to the provisions of this Act, all the undertaking, lands, Present proworks, erections, buildings, rights, and easemts which immediately perty of before the passing of this Act were vested in the limtd co or any person pany vested in trust for them, or to which the limtd co were in anywise entled, in company and all mains, pipes, plant, stock, meters, effects, matters, and things by this Act. which have been by them pchsed, provided, laid down, or erected, or which immediately before the passing of this Act were the ppty of the limtd co, and all moneys, securities, credits, effects, and other ppty whatsoever which immediately before the passing of this Act belonged Form 750. to the limtd co or to any trustee on their behalf, and the benefit of all contracts and engagemts entered into by or on behalf of the limtd co, and immediately before the passing of this Act in force, shall be and the same are hby vested in the co to the same extent and for the same estate and interest as the same were previously to the passing of this Act vested in the limtd co or any trustee on their behalf, and may according to the provisions of this Act be held and enjoyed, sued for and recovered, maintained, altered, discontinued, removed, dealt with. and disposed of by the co as they think fit. Memorandum association of the limited company to be void, with out prejudice to remedies for 8. Subject to the provisions of this Act, the memorandum and articles and articles of of association of the limtd co shall, as to any prospective operation thereof, be wholly void, and the co and the shareholders shall be exempted from all the provisions, restrictions, and requiremts of any Act which applied to the limtd co and the members thereof as such, but nothing in this Act contd shall release or discharge any person from any liability or obligation in respect of any breach of the provisions of the sd memorandum or articles of association incurred before the passing of this Act, but such liability or obligation in respect of any such breach shall continue, and, save as in this Act otherwise provided, may be enforced by or on behalf of the co as nearly as may be in like manner as the same might have been enforced by or on behalf of the limtd co if this Act had not been passed. antecedent breaches thereof Nothing to affect previous rights and liabilities. Contracts prior to Act to be binding. 9. Except as is by this Act otherwise expressly provided, everything before the passing of this Act done or suffered by or with reference to the limtd co, or the members thereof as such, shall be as valid as if the co had not been incorporated, and the sd memorandum and articles of association had not been avoided by this Act, and such incorporation and avoidance and this Act respively shall accordingly be subject and without prejudice to everything so done or suffered, and to all rights, liabilities, claims, and demands, both present and future, which, if the co were not incorporated, and the sd memorandum and articles of association were not avoided by this Act, and this Act were not passed, would be incident to or consequent on any and every thing so done or suffered, and with respect to all such rights, liabilities, claims, and demands, the co and its shareholders and ppty shall to all intents and pposes represent the limtd co and the members thereof as such, and the ppty of the limtd co, as the case may be, and the generality of this enactmt shall not be restricted by any of the other clauses and provisions of this Act. 10. Except as is by this Act otherwise specially provided, all pchases, sales, conveyances, grants, assurances, deeds, contracts, bonds, and agreemts entered into or made before the passing of this Act, by, to, or with the limtd co, or any trustees or persons acting on behalf of the limtd co, or by, to, or with any other person to whose rights and liabilities they have succeeded and now in force, shall be as binding and of as full force and effect in every respect against or in favour of the co, and may be enforced as fully and effectually, as if, instead of the limtd |