Transfer of Transfers not to be made until all Calls paid. Closing of Transmission of Shares by other Means than Transfer to be authenti claration. Two Shillings and Sixpence; and on the Request of the Purchaser of any Share an Endorsement of such Transfer shall be made on the Certificate of such Share, instead of a new Certificate being granted; and such Endorsement, being signed by the Secretary, shall be considered in every respect the same as a new Certificate; and until such Transfer has been so delivered to the Secretary as aforesaid the Vendor of the Share shall continue liable to the Company for any Calls that may be made upon such Share, and the Purchaser of the Share shall not be entitled to receive any Share of the Profits of the Undertaking, or to vote in respect of such Share. XVII. No Shareholder shall be entitled to transfer any Share, after any Call shall have been made in respect thereof, until he shall have paid such Call, nor until he shall have paid all Calls for the Time being due on every Share held by him. XVIII. It shall be lawful for the Directors to close the Register of Transfers for the prescribed Period, or if no Period be prescribed then for a Period not exceeding Fourteen Days previous to each Ordinary Meeting, and they may fix a Day for the closing of the same, of which Seven Days Notice shall be given by Advertisement in some Newspaper as after mentioned; and any Transfer made during the Time when the Transfer Books are so closed shall, as between the Company and the Party claiming under the same, but not otherwise, be considered as made subsequently to such Ordinary Meeting. XIX. If the Interest in any Share have become transmitted in consequence of the Death or Bankruptcy or Insolvency of any Shareholder, or in consequence of the Marriage of a Female Shareholder, or by any other lawful Means than by a Transfer according eated by a De- to the Provisions of this or the special Act, such Transmission shall be authenticated by a Declaration in Writing as herein-after mentioned, or in such other Manner as the Directors shall require and every such Declaration shall state the Manner in which and the Party to whom such Share shall have been so transmitted, and shall be made and signed by some credible Person before a Sheriff or Justice; and such Declaration shall be left with the Secretary, and thereupon he shall enter the Name of the Person entitled under such Transmission in the Register of Shareholders; and for every such Entry the Company may demand any Sum not exceeding the prescribed Amount, and where no Amount shall be prescribed then not exceeding Five Shillings; and until such Transmission has been so authenticated no Person claiming by virtue of any such Transmission shall be entitled to receive any Share of the Profits of the Undertaking, nor to vote in respect of any such Share as the Holder thereof. Proof of Trans mission by Marriage, Will, &c. XX. If such Transmission be by virtue of the Marriage of a Female Shareholder, the said Declaration shall contain a Copy of the Register of such Marriage, or other Particulars of the Cele bration or effecting thereof, and shall declare the Identity of the Wife with the Holder of such Share; and if such Transmission have taken place by virtue of any testamentary Instrument, or by Intestacy, the Probate of the Will or the Letters of Adminis tration, or an official Extract therefrom, obtained from any Prerogative Court if granted in England, or a Testament Testa mentary mentary or Testament Dative if expede in Scotland, or an official Extract thereof, shall, together with such Declaration, be produced to the Secretary; and upon such Production in either of the Cases aforesaid the Secretary shall make an Entry of the Declaration in the said Register of Transfers. Transfer of XXI. The Company shall not be bound to see to the Execution Company not of any Trust, whether express, implied, or constructive, to which bound to regard any of the said Shares may be subject; and the Receipt of the Trusts. Party in whose Name any such Share shall stand in the Books of the Company, or if it stands in the Names of more Parties than One the Receipt of the Party first-named in the Register of Shareholders and then surviving, shall from Time to Time be a sufficient Discharge to the Company for any Dividend or other Sum of Money payable in respect of such Share, notwithstanding any Trust to which such Share may then be subject, and whether or not the Company have had Notice of such Trusts; and the Company shall not be bound to see to the Application of the Money paid upon such Receipt. And with respect to the Payment of Subscriptions, and the Means of enforcing the Payment of Calls, be it enacted as follows: Payment of XXII. The several Persons who have subscribed any Money Subscriptions towards the Undertaking, or their legal Representatives respec- to be paid when tively, shall pay the Sums respectively so subscribed, or such called for. Portions thereof as shall from Time to Time be called for by the Company, at such Times and Places as shall be appointed by the Company; and with respect to the Provisions herein or in the special Act contained for enforcing the Payment of Calls, the Word "Shareholder" shall extend to and include the legal personal Representatives of such Shareholder. XXIII It shall be lawful for the Company from Time to Time Power to make to make such Calls of Money upon the respective Shareholders, in Calls. respect of the Amount of Capital respectively subscribed or owing by them, as they shall think fit, provided that Twenty-one Days Notice at the least be given of each Call, and that no Call exceed the prescribed Amount, if any, and that successive Calls be not made at less than the prescribed Interval, if any, and that the aggregate Amount of Calls made in any One Year do not exceed the prescribed Amount, if any; and every Shareholder shall be liable to pay the Amount of the Calls so made, in respect of the Shares held by him, to the Persons and at the Times and Places from Time to Time appointed by the Company. XXIV. If, before or on the Day appointed for Payment, any Interest to be Shareholder do not pay the Amount of any Call to which he is paid on Calls liable, then such Shareholder shall be liable to pay Interest for unpaid. the same at the Rate allowed by Law from the Day appointed for pany Power to allow Subscriptions Payment of Enforcement of Calls by Action. Averment in Matter to be proved in Action for Calls. Proof of Proprietorship. Nonpayment of Shares forfeited on Nonpayment of Calls. Notice of For. feiture to be given before Declaration thereof. pany may pay Interest at such Rate, not exceeding the legal Rate of Interest for the Time being, as the Shareholder paying such Sum in advance and the Company shall agree upon. XXVI. If at the Time appointed by the Company for the Payment of any Call any Shareholder fail to pay the Amount of such Call, it shall be lawful for the Company to sue such Shareholder for the Amount thereof in any Court of Law or Equity having competent Jurisdiction, and to recover the same, with lawful Interest from the Day on which such Call was payable. XXVII. In any Action or Suit to be brought by the Company against any Shareholder to recover any Money due for any Call it shall not be necessary to set forth the special Matter, but it shall be sufficient for the Company to aver that the Defender is the Holder of One Share or more in the Company (stating the Number of Shares), and is indebted to the Company in the Sum of Money to which the Calls in arrear shall amount in respect of One Call or more upon One Share or more (stating the Number and Amount of each of such Calls), whereby an Action hath accrued to the Company by virtue of this and the special Act. XXVIII. On the Trial or Hearing of such Action or Suit it shall be sufficient to prove that the Defender at the Time of making such Call was a Holder of One Share or more in the Undertaking, and that such Call was in fact made, and such Notice thereof given as is directed by this or the special Act; and it shall not be necessary to prove the Appointment of the Directors who made such Call, nor any other Matter whatsoever; and thereupon the Company shall be entitled to recover what shall be due upon such Call, with Interest thereon, unless it shall appear either that any such Call exceeds the prescribed Amount, or that due Notice of such Call was not given, or that the prescribed Interval between Two successive Calls had not elapsed, or that Calls amounting to more than the Sum prescribed for the total Amount of Calls in One Year had been made within that Period. XXIX. The Production of the Register of Shareholders shall be prima facie Evidence of such Defender being a Shareholder, and of the Number and Amount of his Shares. And with respect to the Forfeiture of Shares for Nonpayment of Calls, be it enacted as follows: XXX. If any Shareholder fail to pay any Call payable by him, together with the Interest, if any, that shall have accrued thereon, the Directors, at any Time after the Expiration of Two Months from the Day appointed for Payment of such Call, may declare the Share in respect of which such Call was payable forfeited, and that whether the Company have sued for the Amount of such Call or not. XXXI. Before declaring any Share forfeited the Directors shall cause Notice of such Intention to be left at or transmitted by the Post to the usual or last Place of Abode of the Person appearing by the Register of Shareholders to be the Proprietor of such Share; and if the Holder of any such Share be abroad, or if his usual or last Place of Abode be not known to the Directors, by reason of its being imperfectly described in the Shareholders Address Book, or otherwise, or if the Interest in any such Share 8 shall Calls. shall be known by the Directors to have become transmitted other- Nonpayment of wise than by Transfer as herein-before mentioned, but a Declaration of such Transmission shall not have been registered as aforesaid, and so the Address of the Parties to whom the same may have been transmitted, or may for the Time being belong, shall not be known to the Directors, the Directors shall give public Notice of such Intention in the Edinburgh Gazette, and also in some Newspaper as after mentioned; and the several Notices aforesaid shall be given Twenty-one Days at least before the Directors shall make such Declaration of Forfeiture. XXXII. The said Declaration of Forfeiture shall not take effect Forfeiture to so as to authorize the Sale or other Disposition of any Share until be confirmed such Declaration have been confirmed at some General Meeting by a General of the Company to be held after the Expiration of Two Months Meeting. at the least from the Day on which such Notice of Intention to make such Declaration of Forfeiture shall have been given; and it shall be lawful for the Company to confirm such Forfeiture at any such Meeting, and by an Order at such Meeting, or at any subsequent General Meeting, to direct the Share so forfeited to be sold or otherwise disposed of. XXXIII. After such Confirmation as aforesaid, it shall be Sale of forfeited lawful for the Directors to sell the forfeited Share, either by Shares. public Auction or private Contract, and if there be more than One such forfeited Share, then either separately or together, as to them shall seem fit; and any Shareholder may purchase any forfeited Share so sold. XXXIV. A Declaration in Writing, by some credible Person Evidence as to not interested in the Matter, made before any Sheriff or Justice, Forfeiture of that the Call in respect of a Share was made, and Notice thereof Shares. given, and that Default in Payment of the Call was made, and that the Forfeiture of the Share was declared and confirmed in manner herein-before required, shall be sufficient Evidence of the Facts therein stated; and such Declaration, and the Receipt of the Treasurer of the Company for the Price of such Share, shall constitute a good Title to such Share; and a Certificate of Proprietorship shall be delivered to such Purchaser, and thereupon he shall be deemed the Holder of such Share, discharged from all Calls due prior to such Purchase; and he shall not be bound to see to the Application of the Purchase Money, nor shall his Title to such Share be affected by any Irregularity in the Proceedings in reference to such Sale. to be sold than sufficient for Payment of XXXV. The Company shall not sell or transfer more of the No more Shares Shares of any such Defaulter than will be sufficient, as nearly as can be ascertained at the Time of such Sale, to pay the Arrears then due from such Defaulter on account of any Calls, together Calls. with Interest, and the Expences attending such Sale and Declaration of Forfeiture; and if the Money produced by the Sale of any such forfeited Shares be more than sufficient to pay all Arrears of Calls and Interest thereon due at the Time of such Sale, and the Expences attending the Declaration of Forfeiture and Sale thereof, the Surplus shall, on demand, be paid to the Defaulter. XXXVL If Payment of such Arrears of Calls and Interest and On Payment Expences be made before any Share so forfeited and vested in the of Calls before Company shall have been sold, such Share shall revert to the Sale, forfeited 8 & 9 VICT. I Party Shares to revert. Limiting Responsibility of Shareholders. Execution Party to whom the same belonged before such Forfeiture in such XXXVII. If the said Company shall be incorporated, no Person or Corporation, nor the Estate, Real or Personal, of any such Person or Corporation, who is or shall be a Proprietor of the said incorporated Company, shall be liable for or charged with the Payment of any Debt or Demand whatsoever due or to become due by or from the said Company beyond the Extent of his or their Share in the Capital of the said Company. And with respect to the Remedies of Creditors of the Company against Share- against the Shareholders, be it enacted as follows: holders. Execution against Shareholders to the Extent of their Shares in Capi tal not paid up. Reimburse ment of such Shareholders. Power to borrow Company may borrow on Mortgage or Bond. Power to reborrow. Evidence of Authority for borrowing. XXXVIII. If any legal Diligence or Execution shall have been issued against the Property or Effects of the Company, and if there cannot be found sufficient whereon to levy under such Diligence or Execution, then such Diligence or Execution may be used against any of the Shareholders to the Extent of their Shares respectively in the Capital of the Company not then paid up; and for the Purpose of ascertaining the Names of the Shareholders, and the Amount of Capital remaining to be paid upon their respective Shares, it shall be lawful for any Person entitled to any such Execution, at all reasonable Times, to inspect the Register of Shareholders without Fee. XXXIX. If by means of any such Diligence or Execution any Shareholder shall have paid any Sum of Money beyond the Amount then due from him in respect of Calls, he shall forthwith be reimbursed such additional Sum by the Directors out of the Funds of the Company. And with respect to the borrowing of Money by the Company on Mortgage or Bond, be it enacted as follows: XL. If the Company be authorized by the special Act to borrow Money on Mortgage or Bond, it shall be lawful for them, subject to the Restrictions contained in the special Act, to borrow on Mortgage or Bond such Sums of Money as shall from Time to Time, by an Order of a General Meeting of the Company, be authorized to be borrowed, not exceeding in the whole the Sum prescribed by the special Act, and for securing the Repayment of the Money so borrowed, with Interest, to mortgage the Undertaking, and the future Calls on the Shareholders, or to give Bonds in manner herein-after mentioned. XLI. If, after having borrowed any Part of the Money so authorized to be borrowed on Mortgage or Bond, the Company pay off the same, it shall be lawful for them again to borrow the Amount so paid off, and so from Time to Time; but such Power of reborrowing shall not be exercised without the Authority of a General Meeting of the Company, unless the Money be so reborrowed in order to pay off any existing Bond or Security. XLII. Where by the special Act the Company shall be restricted from borrowing any Money on Mortgage or Bond until a definite Portion of their Capital shall be subscribed or paid up, or where by this or the special Act the Authority of a General Meeting is required for such borrowing, the Certificate of a Sheriff that such definite Portion of the Capital has been subscribed or paid up, and a Copy of the Order of a General Meeting of the Company authorizing |