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LIQUIDATORS, VOLUNTARY,

company to appoint in general meeting and fix remuneration,
s. 133, p. 353.

company to fill up vacancies, s. 140, p. 359.

if no liquidator is acting, court may appoint one; court may
also remove any liquidator, s. 141, p. 360.

company may delegate to its creditors power of appointing
liquidators, s. 135, p. 356.

on appointment of liquidators the power of directors to
cease, except in so far as the continuance of such powers
may be sanctioned by the company, or the liquidators,
s. 133 (5) p. 353.

powers of, may be exercised by any two, or such other number
as may be determined at their appointment, s. 133, p. 353.
they cannot, however, give a general authority to one
of their number to accept bills, ib. note.

may exercise all powers vested in official liquidators, s. 133
(7), p. 354.

may exercise powers of court in settling list of contributories,
and making calls, s. 133 (8), p. 354, and may rectify
register without coming to the court, ib. note.

may apply to the court for aid in exercise of powers, s. 138,
p. 358.

may summon general meetings for purpose of consulting
wishes of company, s. 139, p. 359.

to summon general meeting at end of every year and give
explanations as to winding up, s. 139, p. 359.

to make up account and lay it before meeting on conclu-
sion of winding up, s. 142, p. 360.

to report meeting to registrar, and thereupon company
shall be dissolved within three months afterwards, s. 143,
p. 361.

to be paid in priority out of assets, s. 144, p. 361.

not personally liable for costs of winding-up, ib. note.
may enter into general arrangement with respect to payment
of contributories, subject to certain sanctions, s. 159,
p. 371.

may with like sanction compromise with contributories,
s. 160, p. 372.

may amalgamate company with another by means of accept-
ing shares in other company in lieu of cash, s. 161, p. 373.
may prosecute directors or other officers for misapplication
of moneys, s. 168, p. 380.

on a supervision order being made, the voluntary liquidator
is usually continued as official liquidator, note to s. 152,
p. 367.

LIS PENDENS,

s. 114, p. 337. Repealed 30 & 31 Vict. c. 47, s. 1.

LIST OF MEMBERS,

of company having a share capital to be made annually,
8. 26, p. 260.

of joint stock company registering under part vii. of Act,
s. 183, p. 393.

LIST OF CONTRIBUTORIES. (See CONTRIBUTORY.)

list of present members is known as A. list, list of past mem-
bers as B. list, 157.

court has power to rectify the register after the winding up
order, note to s. 98, p. 326.

as to costs where an alleged contributory disputes his
liability, note to s. 98, p. 326.

rules as to, 29-31, p. 512.

LLOYD'S BONDS.

(See BORROWING.)

LORD CHANCELLOR. (See CHANCELLOR, CHANCERY, COURT
OF.)

MANAGING COMMITTEE. (See ABORTIVE COMPANY, COM-
MITTEE)

MANAGEMENT OF COMPANIES UNDER ACT. (See
DIRECTORS.)

MANDAMUS,

lies in certain cases to compel a corporation to perform a
private duty, 126-7, 61 note (b).

MARRIED WOMAN,

shareholder, 86.

husband of, is a contributory, s. 78, p. 304.

but she may be made a contributory in respect of her
separate estate, 87.

under Married Women's Property Act may have fully paid-
up shares registered in her name as her separate property,

61.

a mandamus to compel the company to register will lie, ib.,
note (b).

MARRIED WOMEN'S PROPERTY ACT. (See MARRIED

WOMAN.)

MEETINGS, GENERAL,

corporation governed by voice of majority, unless quorum
fixed, 93.

must be duly summoned, 94.

nature of summons to be given, 94.

where act to be done by a definite number, majority of that
number must be present at meeting, 96.

rule held not to apply with respect to meeting of directors
of railway company, 96.

votes must be given personally and not by proxy, in absence
of any provision allowing proxies, 97.

chairman has not a casting vote at common law, 97.
poll, regular mode of popular election, 97.

Provisions of the Act of 1862 and 1867-

meeting of company required to be held every year, s. 49,
p. 280.
And in the case of a new company, a general
meeting must be held within four months after the regis
tration of the memorandum of association, 30 & 31 Vict.
c. 131, s. 39, p. 497.

provision as to general meetings where no provisions are
made by company, s. 52, p. 282.

minutes to be made and to be evidence of proceedings at
meetings, s. 67, p. 292.

meetings may be summoned by court in compulsory winding
up, s. 91, p. 319.

if the court has not power to make a winding-up order, it
cannot summon a meeting, ib. note.

by liquidators in voluntary winding up, s. 139, p. 359.
by court in winding up subject to supervision, s. 149, p. 364.
see Rules 45-47, p. 517.

provisions of Table A., Arts. 29-34; proceedings at, Arts.
35-44 (see p. 137).

provisions of Table A. as to extraordinary general meetings,
Arts. 31-34, p. 427, and see p. 139.

see also forms in App. II., pp. 593, 601, 643, 699, &c.

MEMBERS,

in a partnership or unincorporate company, a person may
be liable directly as a partner to creditors, though not
a member of the partnership in the strict sense of the
term, 6.

for example, ostensible and dormant partners are also liable, 6.
in a corporate company, members are not liable at all di-
rectly to creditors, 17.

MEMBERS-(continued).

membership in joint stock company constituted at common
law by possession of shares, 51.

in companies under Act of 1862, membership constituted by
agreeement to become member and registration, s. 23,
p. 258.

nature of interest of member in company under Act, s. 22,
p. 258.

what amounts to an agreement to become a member. (See
AGREEMENT TO TAKE SHARES, ALLOTTEE.)

agreement to become a member may be enforced in equity,
53.

question between original allottee and scripholder. (See
ALLOTTEE.)

change in membership by transfer and transmission. (See
TRANSFER and TRANSMISSION.)

court of equity will not interfere in dispute between mem-
bers of company, 114-115.

has not an interest in lands of the company entitling him to
vote at parliamentary elections, note to s. 22, p. 258.
transfer by personal representatives, s. 24, p. 259.

register of, s. 25, p. 260.

annual list of, s. 26, p. 260.

rectification of register of, s. 35, p. 265.

liability of present and past, s. 38, p. 269, and see pp. 155-
157.

points decided as to liability of past, note to s. 38, pp. 271-
273.

provisions for protection of, ss. 49-61, pp. 280-290.
action against, declaration in, s. 70, p. 295.

evidence of membership in mutual marine association, note
to s. 200, p. 409.

See ALLOTTEE, CALLS, CERTIFICATE OF SHARES, COMPANY,
CONTRACT, CONTRIBUTORY, DEATH, DIVIDENDS, EVIDENCE,
LIABILITY, SHARES.

MEMORANDUM OF ASSOCIATION. (See ASSOCIATION.)

MINUTES OF MEETINGS,

to be kept, and to be evidence, 98, s. 67,

MISREPRESENTATION,

p. 292.

an action for deceit lies against a promoter or other person
for misrepresenting the prospects of a company, at the
suit of a person who has taken shares on the faith of such

MISREPRESENTATION-(continued).

misrepresentation, 29. How far such an action lies against
the company itself, qu., 65, note (c).

a registered purchaser of shares, on the faith of misrepre-
sentations made by an individual vendor, may in equity
(though not at law) rescind the contract and compel the
vendor to take back the shares, 63, 64.

a registered shareholder may compel the company to
take back his shares on the ground of misrepresenta-
tions made by the company in its corporate capacity,
64, 65.

but undue lapse of time, or a mode of dealing with his
shares indicative of acquiescence, will bar his right to
relief, 67.

objections to throwing back of shares on company, 68.
a contributory cannot plead misrepresentations by the com-
pany, or by officers of the company, or by private
individuals, as a reason why he should not contribute
to the assets of the company for payment of its debts,

73.

though if he has actually filed his bill before the com-
mencement of the winding up, his name may be re-
moved, 74.

as to position of shareholder who files his bill between the
presentation of a winding up petition and the making of
the order, quære, 75, note (b).

misrepresentations by a company, how made, 64.
misrepresentations consist not only in mis-statements or con-
cealment, but in any material variance in the statement
of the objects of the company, as contained in the pro-
spectus and memorandum of association, 66.

mere non-disclosure of material facts not a ground of action,
117, note (b).

a purchaser of shares in the open market is not so con-
nected with the prospectus as to have any remedy against
the parties to it, 118.

classification of cases prior to case of Central Ry. Co. of
Venezuela v. Kisch, 72, note (a).

form of bill charging, 73, note (a).

MONEY,

borrowing. (See BORROWING.)

payment in, in winding up, see WINDING UP, and Rules
36-41, p. 515.

payment out, in winding up, see Rules 42-44, p. 516.

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