nine of the articles of association of the co is hereby altered ac- Form 758. cordingly. Limiting 15. Any notice required to be given for any of the pposes of this Act amount of may be given in manner prescribed by the regulations of the co, and the Notices. regulations of the co with respect to notices shall apply as if they were herein enacted. call. shareholder 16. Article forty-nine of the articles of association of the co is hereby Votes to cancelled, and every member of the co who has been duly registered at which each least three months previously to any meeting shall at any poll have one is entitled. vote in respect of each entire amount of twenty pounds of capital whether ordinary or preference or partly ordinary and partly preference of the co then actually pd up on shares standing in his name either in paymt of calls made or in advance beyond the sums actually called for or otherwise under the provisions of this Act. of Directors. 17. The words “Five hundred shares whether ordinary or preference Qualification or partly ordinary and partly preference" are hby substituted for the words "One hundred shares" in article fifty-eight of the articles of association of the co. 18. The memorandum and articles of association of the co shall, save General saving. so far as they are expressly altered by this Act and without prejudice to the powers of alteration given by the Companies Acts, 1862 to 1880, continue in full force and effect. 19. [Costs of Act.] . THE TASMANIAN MAIN LINE RAILWAY ACT, 1877, 40 & 41 Vict. c. 92. Act authorising a co formed under the Act of 1862 to create debentures Form 759. ranking in priority to existing debentures. Power to create deben This is an interesting example of the mode in which Parliament occasionally tures. enables a company, with the consent of a large majority of the parties interested, to create a charge taking priority over incumbrances already existing. The Act recites: (1) the formation of the co in 1870 under the Companies Acts, 1862 and 1867: (2) that by a contract dated 15 August, 1871, between the Governor of the sd Colony of Tasmania of the one pt and the co of the other, the co agreed to construct, work, and maintain a railway between Hobart Town and Launceston, and by the sd contract the sd governor guaranteed to the co interest at the rate of 5 p. c. p. a. upon the money actually expended in and for the pposes of the construction of the sd railway, up to and not exceeding 650,000l. during the period of construction therein mentd, and for a period of thirty years from the opening of the entire line for traffic, subject as therein. mentd (3) that by the memorandum and articles the capital of the co was fixed at 1,000,0007. in 100,000 shares of 101. each, and the directors of the co were authorised to raise and borrow with the approval of general meeting: (4) that the directors had issued perpetual debenture bonds payable to bearer to the amount of 650,0007., bearing interest at Form 759. Power to debenture bond and stock holders and company to make agreement. : p. c. p. a., the paymt of which interest was made a first charge on the whole earnings and revenue to arise from the railway, including the interest guaranteed to the co by the Governor of Tasmania as afsd; and that subsequently the directors issued debenture stock to the amount of 50,000l., bearing interest at the rate of 6 p. c. p. a., but without prejudice to the debenture bonds above referred to: (5) that the co have constructed the railway and the same is now being worked, but the Governmt of Tasmania have refused to pay the interest provided for by the recited contract, on the ground that the railway has not been constructed and is not being worked in accordance therewith, and that the co have therefore been unable to pay interest on the debenture bonds (6) that it is expedient in order to enable the co to do certain further works on the railway, and to discharge certain liabilities, that they should be empowered to raise further money, to an amount not exceeding 100,0007., but the same can only be raised on the security of a portion of the interest guaranteed by the sd Governmt, and now payable to the holders of the debenture bonds created as afsd: (7) that it is expedient that with the consent of the holders of the last-mentd bonds, to be signified as hereinafter prescribed, the co should be empowered to attach to a further amount of debenture bonds or stock, not exceeding 100,000l., a preferential interest as hereinafter provided, and that the interest now payable on the existing debenture bonds should be reduced to the extent hereinafter mentioned: (8) that it is expedient that with the consent of a sufficient majority of the holders of the sd existing debenture bonds and debenture stock the paymt of the interest now overdue thereon, and of that which shall become due during a certain period, should be delayed, and the coming due of the principal which has been caused by the non-paymt of the interest should be waived: (9) that the greater portion of the capital expended in the construction of the railway has been raised by means of the debenture bonds and the debenture stock, and it is expedient that the holders of debenture bonds and debenture stock of the co should, as hereinafter mentd, be empowered to vote at all meetings of the shareholders of the co, and should be eligible as directors of the co: and (10) that the pposes afsd cannot be effected without the authority of Parliamt: It was therefore enacted as follows: 1. [Short title of Act.] 2. Any agreemt to carry into effect the pposes of this Act must be in writing and must— First, be approved by the votes of three-fourths in amount of such of the holders of the co's perpetual debenture bonds for 650,000l. and 6 p. c. debenture stock for 50,000l. (voting together) as shall be present in person or by proxy at a general meeting of such holders, to be convened by the Board of the co by one week's previous notice by advertisemt in the Times, Daily News, and Standard newspapers, or at any adjournmt thereof: Second, be duly signed by or on behalf of the co, and by the holders of not less than three-fourths in amount of the sd perpetual Form 759. agreement. 3. An agreemt approved and executed, as in the preceding section Provisions mentd, may provide for all or any of the things hereinafter in this of such section mentd, with, under, and subject to such terms, provisions, conditions, and limitations as may be contd in the sd agreemt, and such determination, subject as afsd, shall be binding upon and enure to the benefit of the co, and all persons now or hereafter holders of or interested in the sd perpetual debenture bonds and 6 p. c. debenture stock, whether they shall have executed the sd agreemt or not; that is to say, debenture (A.) That from and after any day to be named in the sd agreemt, the Reduction of interest payable on the sd 650,000l. perpetual debenture bonds interest on shall be reduced from such date and for such period, on such bonds. conditions and to such rates, as may be prescribed in such agreemt, such reduction of interest not being more than 17. per 1007. per annum : further bonds or stock. (B.) That the co may from time to time issue, on such terms as they Issue of shall think fit, such further amount or amounts of debenture amount of bonds or debenture stock, perpetual or not, as the directors of debenture the co shall think fit, not exceeding in the whole 100,0007., and may attach thereto such a rate of interest, subject as hereinafter mentd, as they shall think fit, and that the principal and interest of the sd bonds shall, if and so far as so determined by the sd agreemt, be secured by a first mtge or charge upon the co's railway, rolling stock, plant, machinery, and other accessories thereof, upon such terms and conditions as the co may agree upon with the persons advancing the money; and if so determined and agreed, the sd mtge or charge may include the whole or any pt of the earnings and revenue to arise from the railway, including the interest guaranteed by the sd Governmt as afsd; provided that the aggregate amount of the interest so attached shall not exceed a sum equal to the aggregate amount of the reduction in the interest payable to the holders of the perpetual debenture bonds for 650,000l. so determined as afsd, and any such mtge and charge shall take effect according to the tenor thereof, in priority to the rights of all the holders of or persons interested in the sd perpetual debenture bonds and 6 p. c. debenture stock: coupons on (c.) That there shall be cut off and deposited in the hands of trustees Funding of the coupons now due and unpaid on the sd perpetual debenture existing bonds, and those to become due during such period as shall be debenture prescribed by the sd agreemt, not being longer than to the end of 1878, and that the same, and the interest now due and to TT bonds. Form 759. Scheme of distribution. Application of become due for the corresponding period on the sd 6 p. c. debenture stock, shall not be payable for such period as may be so determined, not later than the last-mentd date, and that the falling due of the principal of the sd perpetual debentures and 6 p. c. debenture stock occasioned by the nonpaymt of the coupons and interest already due shall be suspended for such time as may be so determined: (D.) That the scheme of distribution of the proceeds of sale of the railway or other ppty of the co contd in the first schedule to this Act shall take effect. 4. The capital to which any special interest shall be assigned under special capital. the last preceding section shall be expended only upon completing the railway (if and so far as the same has not been so completed) in accordance with, and in or towards satisfon of, the contract between the Tasmanian Governmt and the co, and in such other expenditure upon the railway and its equipmt, and in discharging the liabilities of the co, as the board of the co shall think desirable. Right of debenture holders to vote and to be elected as directors. Saving rights of Government of Tasmania. 5. If and so soon as an agreemt shall be approved and executed, as mentd in section 2, the provisions in the second schedule hto for giving votes to the debenture holders, and making them eligible as directors, shall become and be pt of the regulations of the co, and a copy of them shall thereupon be filed by the board of the co with the Registrar of Joint Stock Companies, and such filing shall be conclusive evidence that the sd agreemt has come into force. 6. Nothing contd in this Act shall prejudice, limit, or interfere with any of the rights, powers, privileges, or interests of the Governmt of Tasmania under the contract in this Act recited, or otherwise however. 7. [As to costs of the Act.] The first schedule contains provisions for distributing the proceeds of sale; and the second schedule contains a series of clauses purporting to alter the articles of the co so as to give the debenture holders votes, &c. THE LONDON TRAMWAYS CO, LIMTD (PCHASE) ACT, 1873, 36 & 37 Form! 760. Act authorising two tramway companies incorporated by special Act to sell their undertakings to a co formed under the Act of 1862. Transfer of undertaking. Acts providing for the sale or transfer of the undertaking of a company incorporated by special Act to a company formed under the Act of 1862, are by no means uncommon. INDEX. NOTE.-The italics refer to the Precedents: the rest to the notes. ACCIDENT COMPANY, objects of, 90, 91 policies, 313, 317, 320 ACCOUNTS, clauses in memorandum as to, 78 clauses in articles as to audit of, 137 affidavit verifying, 440 certificates of allowance, 442 ACCOUNTS AND INQUIRIES, in action by debenture holders, 403 ACTIONS, by debenture holders, orders in, 403 liberty to bring and proceed with after winding-up order as to, 494 orders giving, 495 et seq. liberty to off. liq. to bring and defend, 457, 458 'on behalf' when allowable, 364, 367 power in articles for directors to bring, 154 restraining and staying in winding up as to, 489 security for costs, orders as to, 403 transfer after winding-up order as to, 493 orders for transfer, 494 ultra vires proceedings to restrain, 394 et seq. writs in various, 338 |