Companies, &c. (Part III., Management and Administration.)

directors or managers, and shall send to the Registrar of Joint Stock Companies a copy of such register, and shall from time to time notify to the Registrar any change that takes place in such directors or managers.

a Registered office, sec. 39.

b Registrar and inspection of register described by sec. 174. e Penalty on default, sec. 46.

d

d Person making fraudulent entry guilty of misdemeanor, sec. 166.

Penalty on

keeping register of

a

46. If any company under this Act, and not having a capital divided into shares, makes default in company not keeping a register of its directors or managers, or in sending a copy of such register to the directors. Registrar in compliance with the foregoing rules, or in notifying to the Registrar any change that takes place in such directors or managers, such delinquent company shall incur a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty."

a See sec. 45. b Recovery and application of penalties, secs. 65 and 66.

Promissory

notes and bills of ex

b

47. A promissory note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any company under this change. Act, if made, accepted, or indorsed in the name of the company by any person acting under the authority of the company, or if made, accepted, or indorsed by or on behalf or on account of the company, by any person acting under the authority of the company.' a Name of company to be mentioned in bill of exchange, secs. 41 and 42. b Official liquidator may give bill on behalf of company, sec. 95. 48. If any company under this Act carries on business Prohibition when the number of its membersa is less than against seven for a period of six months after the business with number has been so reduced, every person who is a member of such company during the time that it so carries on business after such period

carrying on

less than

seven members.

Companies, &c. (Part III., Management and Administration.)

of six months, and is cognizant of the fact that it is so carrying on business with fewer than seven members,a shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same, without the joinder in the action or suit of any other member.a

a Definition of member, sec. 23.

b This is one of the causes for winding up, sec. 79.

Provisions for Protection of Members.

49. A general meeting of every company under this General Act shall be held once at the least in every

meeting of

company.

year.b

a Evidence of proceedings at general meeting, sec. 67.

b Liquidators conducting voluntary winding up to summon annual meeting, sec. 139.

Power to

alter regulations by

50. Subject to the provisions of this Act, and to the conditions contained in the Memorandum of Association, any company formed under this special reso- Act may, in general meeting, from time to lution. time, by passing a special resolution in manner hereinafter mentioned, alter all or any of the regulations of the company contained in the Articles of Association or in the Table marked A in the First Schedule, where such Table is applicable to the company, or make new regulations to the exclusion of or in addition to all or any of the regulations of the company;" and any regulations so made by special resolution shall be deemed to be regulations of the company of the same validity as if they had been originally contained in the Articles of Association, and shall be subject in like manner to be altered or modified by any subsequent special resolution.

a Memorandum of Association, secs. 8, 9, and 10.

b Evidence of proceedings of meetings, sec. 67.

c Special resolution defined by secs. 51, 52, and 53.

d Articles of Association and Table A described by secs. 14 and 15.

Companies, &c. (Part III., Management and Administration.)

Definition of

b

51. A resolution passed by a company under this Act shall be deemed to be special whenever a reso"special resolution has been passed by a majority of not lution." less than three-fourths of such members of the company for the time being entitled, according to the regulations of the company, to vote as may be present, in person or by proxy (in cases where by the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled, according to the regulations of the company, to vote as may be present, in person or by proxy, at a subsequent general meeting, of which notice has been duly given, and held at an interval of not less than fourteen days, nor more than one month from the date of the meeting at which such resolution was first passed. At any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same. Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company. In computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company.

a

b

d

a Definition of members, sec. 23. b Regulations of the company, sec. 14. c See sec. 52. d Evidence of proceedings of meetings, sec. 67.

e

Registry of special resolution, sec. 53.-Members entitled to copy of special resolution, sec. 54.

Provision

52. In default of any regulations as to voting, every member shall have one vote, and in default of where no any regulations as to summoning general meetto meetings. ings a meeting shall be held to be duly sum

regulations as

Companies, &c. (Part III., Management and Administration.)

moned, of which seven days' notice in writing has been served on every member in manner in which notices are required to be served by the Table marked A in the First Schedule hereto, and in default of any regulations as to the persons to summon meetings" five members shall be competent to summon the same, and in default of any regulations as to who is to be chairman of such meeting, it shall be competent for any person elected by the members present to preside.

a See sec. 51.

b Definition of member, sec. 23.

See articles numbered 95, 96, and 97, in that Table, p. 126.

d Liquidators to summon general meeting after voluntary winding up, sec. 139.

special resolutions.

53. A copy of any special resolution that is passed by Registry of any company under this Act shall be printed and forwarded to the Registrar of Joint Stock Companies, and be recorded by him. If such copy is not so forwarded within fifteen days from the date of the confirmation of the resolution, the company shall incur a penalty not exceeding two pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

b Registrar and inspection and copies of documents at Registrar's office, sec. 174.

c Recovery and application of penalties, secs. 65 and 66.

lutions.

54. Where Articles of Association have been registered, a copy of every special resolution for Copies of special reso- the time being in force shall be annexed to or embodied in every copy of the Articles of Association that may be issued after the passing of such 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 one shilling, or such less sum as the com

Companies, &c. (Part III., Management and Administration.)

pany may direct. And if any company makes default in complying with the provisions of this section it shall incur a penalty not exceeding one pound for each copy in respect of which such default is made; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

a Articles of Association, sec. 14. b Special resolution defined by sec. 51. e Members' right to copy of Memorandum and Articles of Association, sec. 19. d Definition of member, sec. 23. e Recovery and application of penalties, sec. 54.

55. Any company under this Act may, by instrument Execution of in writing under its common seal," empower deeds abroad. any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom; and every deed signed by such attorney on behalf of the company, and under his seal, shall be binding on the company, and have the same effect as if it were under the common seal of the company.

of affairs of

Company's name to be engraved on seal, sec. 41.

56. The Board of Trade may appoint one or more Examination competent inspectors to examine into the company by affairs of any companya under this Act, and to inspectors. report thereon, in such manner as the Board may direct, upon the applications following (that is to say) :

1. In the case of a banking company that has a capital divided into shares, upon the application of members holding not less than one-third part of the whole shares of the company for the time being issued:

2. In the case of any other company that has a capital divided into shares, upon the application of members holding not less than onefifth part of the whole shares of the company for the time being issued: