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Provision where no
as to meet
provides, that unless a poll is demanded by at least fiv members, a declaration by the chairman that a specia resolution has been carried is to be deemed sufficie evidence of the fact (a).
The regulations of some companies are so careless regulations or fraudulently framed as to contain no provisions as: the votes of members, or the summoning of genes. meetings. To prevent such omissions paralyzi altogether the action by special resolution, the 52 section declares that in default of any regulations as: voting every member shall have one vote, and in defau of any regulations as to summoning general meetings.: meeting shall be held to be duly summoned of whic seven days' notice in writing has been served on ever member in manner in which notices are required to b served by Table A; and in default of any regulations to the persons to summon meetings five members sha be competent to summon the same; and in default « any regulations as to who is to be chairman of suc meeting, it shall be competent for any person elected the members present to preside.
Registry of a special resolution is not essential to i
(a) Companies-with the exception of companies regulate by Act of Parliament-that are not formed under the Acts! 1856 or 1862, on registering under the Act of 1862 acquiprivileges of altering their deeds of settlement correspondin with the privileges enjoyed by companies formed by mem Fandum and articles of association, subject to the qualificatio that companies regulated by letters patent must obtain th #ent of the Board of Trade to any alteration in such letter Hem. 196,
validity; but it should never be neglected, for if a copy special resoof any special resolution be not forwarded to the s. 53. registrar of joint stock companies within fifteen days from the date of the confirmation of the resolution, the company will incur a penalty not exceeding 27. for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded; and a fine of equal amount is imposed on every director and manager of a company who knowingly and wilfully authorizes the default of the company in sending the required copy.
The remaining provisions of this part are classed under the headings, "Notices," "Legal proceedings," "Alteration of forms," and "Arbitration."
The sections relating to notices prescribe―
1st. The general mode of serving notices and other documents.
2nd. The special rules for service by post.
3rd. The mode in which notices and other documents of the company are to be authenticated.
Taking these subjects in their order, by section 62 Service of any summons, notice, order, or other document required company. to be served upon the company may be served by leaving the same, or sending it through the post in a prepaid letter, addressed to the company at their registered office.
Supposing service by post to be preferred, care must 8. 63. be taken to comply with the provisions of section 63, which require that any document to be served by post on the company shall be posted in such time as to admit of its being delivered in the due course of delivery
notices of company. 8. 61.
Costs in case of suits by limited companies. 8. 69,
within the period (if any) prescribed for the service.
Thirdly, section 64 provides that any summons, notice, order, or proceeding requiring authentication by the company may be signed by any director, secretary, or other authorized officer of the company, and need not be under the common seal of the company, and may be in writing or in print, or partly in writing and partly in print.
The effect of sections 65 and 66 as to recovery of penalties, is to make penalties under the Act recoverable in a summary manner, and to enable the whole or a portion of the penalty to be applied in payment of the costs of the proceedings, or in rewarding the person on whose information the penalty is recovered.
On the passing of the Act of 1856, it was suggested that limited companies might be guilty of oppression, by instituting speculative suits against individuals without having the means of paying the costs in the event of being beaten. To prevent this, the 69th section provides that where a limited company is plaintiff' or pursuer in any action, suit, or other legal proceeding, any judge having jurisdiction in the matter mayif it appears by any credible testimony that there is reason to believe that if the defendant be successful in
his defence the assets of the company will be insufficient to pay his costs-require sufficient security to be given for such costs, and may stay all proceedings until such security be given.
The Board of Trade has power to alter or add to the Alteration forms and tables in the schedules to the Act, subject to s. 71. two conditions:
First, that the fees for registration are not to be increased.
Secondly, that any alterations made in Table A. are to affect such companies only as may be registered after the date of the alteration.
Considerable technical difficulties stand in the way Arbitration. of companies desirous of referring their disputes to 85. 72, 73. arbitration. These are so formidable that, at the instance of the railway companies, an Act was passed for the express purpose of obviating them, under the title of the Railway Companies Arbitration Act, 1859 (a). There seems no reason why companies under the Companies Act 1862, should not possess the same facilities for terminating their difficulties.
The object, then, of the 72nd and 73rd sections is to make the provisions of the above-mentioned Act applicable to all companies under the Act of 1862.
(a) 22 & 23 Vict. c. 59.
Object of L'art IV. of Act.
Meaning of " contributory."
Nature of liability of contribu tory.
WINDING-UP OF COMPANIES AND ASSOCIATIONS.
THE fourth part of the Act relates to the last stage in the existence of a company, namely, its winding-up and dissolution.
This part begins by describing a contributory to mean every person liable, or alleged to be liable, to contribute to the assets of a company in the event of its being wound up.
This description neither creates nor defines any liability, it is merely a short expression for persons liable to be made parties to the winding-up of the company. Who these persons are will be discovered by reference to Part I., chapters II. and III., and the summary appended as a note to section 74 of the Act.
Doubts have been entertained by courts of law as to whether a call made on a contributory is entitled to be considered in the nature of a specialty debt, or debt under seal, or merely to rank as a simple contract debt. To settle the question raised, section 75 provides that the liability of any person to contribute to the assets of a company, in the event of the same being wound up, shall be deemed to create a debt (in England and Ireland of the nature of a specialty) accruing due