SUMMARY of CAPITAL and SHARES of the

Total amount of calls unpaid £

40.

The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day, and a copy shall forthwith be forwarded to the Registrar.

Penalty in default of sending list £5, for every day during which such default continues (S. 27.)

See Cl. 42 as to effect of consolidation of capital, &c., on this list, also Cl. 142 as to making out list, &c.

GENERAL MEETING. (S. 49.)

Every company shall hold a General Meeting at least once in every year.

No penalty.

AS TO SPECIAL RESOLUTIONS. (S. 53.)

(Also see Cl. 81 to 83.)

41. A copy of any special resolution that is passed by any company shall be printed and forwarded to the Registrar, within fifteen days from the date of the confirmation thereof, and shall be recorded by him.

42.

Penalty £2, for every day (after expiration of such fifteen days), during which default continues."

Members may require copies. (S. 54.)

If Articles of Association have been registered, a copy of such special resolution, for the time being in force, shall be annexed to or embodied in every copy of the "Articles " issued after the passing of the resolution. Where no Articles of Association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same, on payment of not more than 1s.

Penalty £1 for each copy in respect of which default is made.

CONSOLIDATION OF CAPITAL INTO STOCK. (S. 28.)

Every company 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, specifying the shares so consolidated, divided, or converted.

No penalty.

43.

44.

Effect of conversion into Stock. (S. 29.)-Where any company, as above, has converted any portion of its capital into stock, and given notice thereof to Registrar, the provisions of the "Act" which are applicable to shares only shall cease as to so much of the capital as is converted into stock; and the register (Cl. 37, 124 to 129), and the annual list of members (Cl. 39), shall show the amount of stock held by each member in the list, and the particulars relating to shares, as mentioned in the clauses just referred to.

INCREASE OF CAPITAL AND MEMBERS. (S. 34.)

Where a company has a capital divided into shares, whether converted into stock or not, notice of any increase beyond the registered capital, shall be given to the Registrar within fifteen days from the passing of the resolution authorising such increase. Where a company has not a capital divided into shares, notice of any increase in the number of members beyond the registered number, shall be given to the Registrar within fifteen days from the time at which such increase has been resolved on, or has taken place, and the Registrar shall forthwith record the same. Penalty £5 for every day during which the default continues.

INSPECTORS. (S. 58.)

Where inspectors are appointed to examine into the affairs of the company (vide Cl. 333 to 338), any officer or agent refusing to produce any necessary document or book, or to answer any question relating to the affairs of the company, shall incur a penalty of £5 for each offence.

LIQUIDATORS.

45.

As to liquidators reporting dissolution of a company to the Registrar, and the penalties in default, see Cl. 271.

"MEMORANDUM

AND "ARTICLES" OF ASSOCIATION. (S. 19)

46. A copy of the Memorandum of Association, having annexed thereto the Articles of Association, (if any), shall be forwarded to every member at his request, on payment, of not exceeding 1s. for each copy.

Penalty in default, £1 for each offence.

C

47.

48.

BOARD MEETINGS.

Business that may be transacted at such Meetings—also as to the
Ordinary Business and Powers of a Company generally as
distinguished from those requiring the sanction of the
Shareholders in General Meeting.

*Having enumerated those matters, the strict performance of which is made compulsory by the "Act," let us now consider the several powers which may be exercised by public companies at their option. They may be conveniently arranged under two heads.

1stly. Powers vested in directors ex officio, and which do not require the sanction of a general meeting of the company. And

2ndly. Powers vested in members, which cannot be exercised without the sanction of a general meeting.

To the first of these we would at present direct the attention of the reader, and the second will be found fully explained under the title General Meetings."—(Cl. 74.)

66

For the purpose of carrying out the above powers, or in other words, for the despatch of the ordinary business of the company, the directors usually meet together about once a week, but a director may at any time summon a meeting when necessary. Having determined the quorum that shall be deemed capable of entering upon such business (if not already fixed by the Regulations), the manager or secretary, as the case may be, lays before the meeting an agenda or list of matters requiring its attention. These are duly discussed and finally decided

*The reader will bear in mind, that in writing the following pages we have assumed that the company has adopted the form of Articles given in the first schedule to the " Act:" and that we have appended the numbers of the several clauses of such Articles so that reference may be made to them when desired. See "Explanation."

49.

50.

51.

52.

by votes; and when these are equal the chairman settles the question by a casting vote.

It is customary to elect one of the directors to fill the office of chairman for a certain period, and his name generally appears on the prospectus in that capacity; but if no such functionary be so elected, or if elected, be not present at the time for holding the meeting, the directors may choose any one of their number to fill the post.-(R. 67.)

The proceedings should be carefully entered by the secretary, in a book kept for the purpose, and particular care taken that all orders for payment of claims against the company are properly recorded, more especially as any promissory note or bill of exchange shall be deemed to have been made, accepted or indorsed, on behalf of the company, if so made, accepted or indorsed, in the name of the company, by any person acting under its authority.-(S. 47.) See also as to impress ing same with common seal, Cl. 32;-also as to Resolutions. Cl. 36.

The Articles of Association generally contain a proviso, empowering the directors to pay all expenses of getting up and registering the company, and to manage its business in accordance with its Regulations and the provisions contained in the "Act" in that behalf.

The directors may delegate any of their powers to committees, consisting of such members as they think fit; and any committee so formed shall conform to the regulations imposed on them by the directors, in respect of the matters intended for their decision.-(R. 68 to 70.)

The proceedings of such a committee are precisely the same as those of a meeting of directors, and the acts done by either will not be invalid by reason of some defect being subsequently discovered in the appointment of a director or person acting as such director, even although such flaw should amount to a disqualification. Neither will any regulation made by the company in general meeting invalidate any prior act of the directors, which would have been valid if such regulation had not been made.-(R. 71.)

A company may likewise by instrument in writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf, in any place out of the United Kingdom; and matters so done, under the seal of such attorney, will have