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Meetings, ordinary and extraordinary.

Majorities rule.

Minutes of meeting.

attend (a); and what amounts to due notice will be determined by the provisions to that effect contained in the company's regulations. Nothing can, without notice, be transacted at an adjourned meeting, except what was left unfinished at the previous one (b); but those present at the original meeting do not require to receive notice of the adjournment (c); and shareholders de facto attending a meeting cannot afterwards object to its proceedings, on the ground that the notice they received was informal or insufficient (d).

Meetings are either ordinary or extraordinary. Ordinary meetings are for the transaction of general business, and are held at stated times; extraordinary meetings are held pro re nata, and the matter to be considered should be specified in the notice. Resolutions passed at extraordinary meetings, in relation to matters for which they were not convened, are mere nullities; and they cannot be validated by subsequent ordinary meetings, unless the latter might have dealt with the subject-matter of the resolution in the first instance (e). The same meeting may be both ordinary and extraordinary (ƒ); but if an ordinary meeting is held and adjourned, it still continues to be an ordinary meeting, though notice is given that special business will be transacted at it (g).

in

The resolution of the majority of those present at a meeting duly called, is in general the resolution of the company; except where it affects matters which, by the company's constitution, it is beyond the province of majorities to deal with, e.g. a change the purposes for which the company was formed (h). Vote by proxy is not allowed, unless the company's contract contain a special provision to that effect (i). Voluntary absentees are bound by the resolutions of a meeting duly convened and acting within the sphere of its competency (k).

Minutes of meeting are generally required, by the special act,

(a) R. v. Langhorn, 4 A. and E.
538.

(b) R. v. Grimshaw, 10 Q. B. 747.
(c) Wills v. Murray, 4 Ex. 843,

862.

(d) British Sugar Co., 3 K. and I. 408.

(e) Lawes's case, 1 De G. M‘N. and G. 421.

(f) Graham v. Van Diemen's Land

Co., 1 H. and N. 541; Cutbill v. Kingdom, 1 Ex. 494.

(g) Wills v. Murray, 4 Ex. 843. (h) See Chapter on Powers of Majorities; and Phonix Life Association, 2 J. and H. 441; Ernest v. Nicholls, 6 H. of L. Ca. 401.

(i) Grant on Corporations 256, n. q; Lindley, p. 471.

(k) Norwich Yarn Co., 22 Beav. 165.

It is a

to be entered in a book and signed by the chairman.
common, though by no means a safe practice, for the secretary to
enter the minutes after the meeting is over, to be authenticated by
the chairman at the next meeting (a).

books.

Partnership books are usually evidence against every partner; Partnership for all have access to them, and do or may take part in their formation. But the books kept by the office-bearers of companies are no evidence against ordinary members, who are excluded from any share in their preparation (b). This is sometimes declared to be otherwise by the special act. Minutes of meetings and the books of the company are not evidence for the company as against third parties, unless expressly declared to be so by statute (c).

(a) Miles v. Bough, 3 Q. B. 845; Lindley, p. 472; Cornwall Consolidated Mining Co., 5 H. and N. 423. See Great Nor. Ra. Co. v. Inglis, 1851, 13 D. 1315; aff. 1 Macq. 112.

(b) Per Lord Justice Turner in

Longworth's case, 1 De G. F. and I. 32;
and also per Lord Campbell, p. 27.

(c) Hill v. Manchester Water Works,
5 B. and Ad. 866; Maguire's case, 3 De
G. and S. 31; Alderson v. Clay, 1
Stark. 405.

CHAPTER II.

Effect of registration.

CONSTITUTION AND MANAGEMENT OF COMPANIES
REGISTERED UNDER THE ACT 1862.

WHEN a company, which had no previous existence, is formed under the Act 1862, its constitution is to be found in its registered memorandum and articles of association, coupled with the general rules and provisions contained in the Act. The memorandum of association fixes the character and purposes of the company, and these remain unalterable. The regulations applicable to the management are contained partly in the memorandum, but chiefly in the articles of association, and may be altered as occasion requires by special resolution.

When a company already formed by Act of Parliament is, by registration, brought under the operation of the Act 1862, the constitution it received from the Legislature remains intact, except in so far as changes may be made by the company, in accordance with powers to that effect contained in the special act. Companies already formed by royal charter, or privileged by letters patent, retain in like manner the constitution given them by the Crown, except in so far as it may be altered with the sanction of the Board of Trade. Private companies, again, already existing, retain after registration the constitutions originally defined in their deeds of settlement, contracts of copartnery, or other instruments of formation, except in so far as they may be changed, in pursuance of provisions to that effect in their instruments (sec. 196). It must be observed, however, that all provisions contained in the letters patent, deed of settlement, contract of copartnery, or other such instrument of formation, remain for ever unalterable, when they would have been contained in the memorandum of association, and could not have

been changed if the company had been formed originally by registration under the Act 1862. When alterations are competent, they are made by special resolution (sec. 196).

When registration has taken place, all the provisions of the special act, letters patent, deed of settlement, contract of copartnery, or other instrument of formation, are deemed to be conditions and regulations of the company, in the same manner as if they had been contained in a registered memorandum and articles of association; and all the provisions of the Act 1862 apply in the same way as if the company had been formed originally by registration (sec. 196).

All companies registered under the Act are said to be incorporated, but it is only such as are formed with limited liability that can be deemed proper corporations. Companies registered with unlimited liability are, strictly speaking, quasi corporations (a).

articles of

Except certain provisions of the most wholesome, and indeed Statutory necessary description, the Act may be said to have prescribed association. nothing as to the constitution and management of projected companies, but to have left these matters to be fixed by the good sense of the promoters. It has however, in Table A, Schedule 1, furnished the public with a body of regulations admirably conceived and adapted to all the exigencies of management. These may be adopted in whole or in part as the articles of association; and it need scarcely be said, that, except in very peculiar cases, promoters will evince their discretion by adopting them in their entirety, or at least in departing from them to as small an extent as possible.

We shall now proceed to consider the general rules which the Act lays down for the management of all companies coming under its operation. Some of these provisions are intended to apply only in the absence of special regulations for the same purposes in the company's instrument of formation; but others are in all cases peremptory, and cannot be set aside either expressly or by implication. Every company under the Act must have a registered office Registered to which communications and notices may be addressed, under a penalty not exceeding £5 for every day during which this regulation has not been complied with. Notice of the situation of this (a) Antea, pp. 41-2.

H

office.

Name.

Register of mortgages.

Certain companies must publish statement in schedule.

List of directors.

'office, and any change therein, must also be given to the registrar, and recorded by him (secs. 39, 40).

Every company limited either by shares or guarantee must have its name affixed outside every office in which it carries on business, under a penalty not exceeding £5 for every instance of omission, exigible not only against the company, but against its directors or managers who have knowingly or wilfully authorized or permitted such default. The name must also be engraven on the company's seal, and must appear in all notices, advertisements, etc., issued by the company, and in all mercantile documents signed on its behalf: the director or other official infringing these rules subjects himself in a penalty of £50, besides being liable personally to any one who suffers loss in consequence of a company obligation not being binding from the want of these formalities (a) (secs. 41, 42).

Limited companies must keep registers of all mortgages and charges specifically affecting company property. In these must be entered a brief description of the property mortgaged or charged, the amount of the charge, and the names of the mortgagees. Officials through whose fault this regulation has been infringed, incur a penalty not exceeding £50. The register is patent to creditors and members at all reasonable times, and any refusal of access subjects the offender in heavy progressive penalties (sec. 43).

Every limited banking company, and every insurance company, and deposit, provident, or benefit society under the Act, must, before commencing business, and also on the first Mondays of February and August in each year, make a statement of the amount of its capital, how much has been subscribed for, and how much has been called up and received,-what are its liabilities, and what its assets. The Act provides a form which must be adhered to as closely as possible. A copy of this statement must be conspicuously displayed in the company's registered and other offices, and wherever it carries on business. The provisions of this section are guarded by heavy progressive penalties, both against the company and the officials personally (sec. 44). Creditors and members are entitled to a copy of this statement for a sum not exceeding sixpence.

Every company not having a capital divided into shares must keep at its registered office a register of the names, addresses, and (a) See Penrose v. Martyn, El. Bl. and El. 499.

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