General Meetings.

Business at

Act, and the future General Meetings shall be held at the prescribed Periods, and if no Periods be prescribed in the Months of February and August in each Year, or at such other stated Periods as shall be appointed for that Purpose by an Order of a General Meeting; and the Meetings so appointed to be held as aforesaid shall be called "Ordinary Meetings;" and all Meetings, whether ordinary or extraordinary, shall be held in the prescribed Place, if any, and if no Place be prescribed then at some place to be appointed by the Directors.

LXX. No Matters, except such as are appointed by this or the Ordinary Meet- special Act to be done at an Ordinary Meeting, shall be transacted ings. at any such Meeting, unless special Notice of such Matters have been given in the Advertisement convening such Meeting.

Extraordinary Meetings;

Business thereat.

Extraordinary Meetings may be required by to be convened.

Shareholders

Notice of
Meetings.

Quorum for a

ing.

LXXI. Every General Meeting of the Shareholders, other than an Ordinary Meeting, shall be called an "Extraordinary Meeting;" and such Meetings may be convened by the Directors at such Times as they think fit.

LXXII. No Extraordinary Meeting shall enter upon any Busi ness not set forth in the Notice upon which it shall have been convened.

LXXIII. It shall be lawful for the prescribed Number of Shareholders, holding in the aggregate Shares to the prescribed Amount, or, where the Number of Shareholders or Amount of Shares shall not be prescribed, it shall be lawful for Twenty or more Shareholders, holding in the aggregate not less than One Tenth of the Capital of the Company, by Writing under their Hands, at any Time to require the Directors to call an Extraordinary Meeting of the Company; and such Requisition shall fully express the Object of the Meeting required to be called, and shall be left at the Office of the Company, or given to at least Three Directors, or left at their last or usual Places of Abode; and forthwith upon the Receipt of such Requisition the Directors shall convene a Meeting of the Shareholders; and if for Twenty-one Days after such Notice the Directors fail to call such Meeting, the prescribed Number of Shareholders, or such other Number as aforesaid, qualified as aforesaid, may call such Meeting by giving Fourteen Days public Notice thereof.

LXXIV. Ten Days public Notice at the least of all Meetings, whether ordinary or extraordinary, shall be given by Advertise ment which shall specify the Place, the Day, and the Hour of Meeting; and every Notice of an Extraordinary Meeting, or of an Ordinary Meeting if any other Business than the Business hereby or by the special Act appointed for Ordinary Meetings is to be done thereat, shall specify the Purpose for which the Meeting is called.

LXXV. In order to constitute a Meeting (whether ordinary or General Meet- extraordinary) there shall be present, either personally or by Proxy, the prescribed Quorum, and if no Quorum be prescribed then Shareholders holding in the aggregate not less than One Twentieth of the Capital of the Company, and being in Number not less than One for every Five hundred Pounds of such required Proportion of Capital, unless such Number would be more than Twenty, in which Case Twenty Shareholders holding not less than One Twentieth of the Capital of the Company shall be the

Quorum;

Quorum; and if within One Hour from the Time appointed for such Meeting the said Quorum be not present no Business shall be transacted at the Meeting other than the declaring of a Dividend, in case that shall be one of the Objects of the Meeting, but such Meeting shall, except in the Case of a Meeting for the Flection of Directors herein-after mentioned, be held to be adjourned sine Die.

General

Meetings.

LXXVI. At every Meeting of the Company one or other of the Chairman at following Persons shall preside as Chairman; that is to say, the General MectChairman of the Directors, or in his Absence the Deputy Chair- ings. man (if any), or in the Absence of the Chairman and Deputy Chairman some one of the Directors of the Company to be chosen for that Purpose by the Meeting, or in the Absence of the Chairman and Deputy Chairman and of all the Directors any Shareholder to be chosen for that Purpose by a Majority of the Shareholders present at such Meeting.

LXXVII The Shareholders present at any such Meeting shall Business at proceed in the Execution of the Powers of the Company with Meetings and respect to the Matters for which such Meeting shall have been Adjournments. convened, and those only; and every such Meeting may be adjourned from Time to Time, and from Place to Place; and no Business shall be transacted at any adjourned Meeting other than the Business left unfinished at the Meeting from which such Adjournment took place.

LXXVIII. At all General Meetings of the Company every Votes of ShareShareholder shall be entitled to vote according to the prescribed holders. Scale of Voting, and where no Scale shall be prescribed every Shareholder shall have One Vote for every Share up to Ten, and he shall have an additional Vote for every Five Shares beyond the first Ten Shares held by him up to One hundred, and an additional Vote for every Ten Shares held by him beyond the first Hundred Shares: Provided always, that no Shareholder shall be entitled to vote at any Meeting unless he shall have paid all the Calls then due upon the Shares held by him.

LXXIX. The Votes may be given either personally or by Manner of Proxies, being Shareholders, authorized by Writing according to voting. the Form in the Schedule (F.) to this Act annexed, or in a Form to the like Effect, under the Hand of the Shareholder nominating such Proxy, or if such Shareholder be a Corporation then under their Common Seal; and every Proposition at any such Meeting shall be determined by the Majority of Votes of the Parties present, including Proxies, the Chairman of the Meeting being entitled to vote, not only as a Principal and Proxy, but to have a casting Vote if there be an Equality of Votes.

LXXX. No Person shall be entitled to vote as a Proxy unless Regulations as the Instrument appointing such Proxy have been transmitted to to Proxies.

the Secretary of the Company within the prescribed Period, or,

if no Period be prescribed, not less than Forty-eight Hours before

the Time appointed for holding the Meeting at which such Proxy is to be used.

LXXXI. If several Persons be jointly entitled to a Share, the Votes of joint Person whose Name stands first in the Register of Shareholders as Shareholders. one of the Holders of such Share shall, for the Purpose of voting

at any Meeting, be deemed the sole Proprietor thereof; and on

all

General Meetings.

Votes of

Lunatics and
Minors, &c.

Proof of a par

of Votes only required if a

Poll demanded.

all Occasions the Vote of such first-named Shareholder, either in Person or by Proxy, shall be allowed as the Vote in respect of such Share, without Proof of the Concurrence of the other Holders thereof.

LXXXII. If any Shareholder be a Lunatic or Idiot, fatuous or furious Person, such Lunatic or Idiot, fatuous or furious Person, may vote by his Tutor, Curator, or other Person appointed to manage his Estate; and if any Shareholder be a Minor he may vote by his Tutors or Curators or any one of them; and every such Vote may be given either in Person or by Proxy.

LXXXIII. Whenever in this or the special Act the Consent ticular Majority of any particular Majority of Votes at any Meeting of the Company is required in order to authorize any Proceeding of the Company, such particular Majority shall only be required to be proved in the event of a Poll being demanded at such Meeting; and if such Poll be not demanded then a Declaration by the Chairman that the Resolution authorizing such Proceeding has been carried, and an Entry to that Effect in the Book of Proceedings of the Company, shall be sufficient Authority for such Proceeding, without Proof of the Number or Proportion of Votes recorded in favour of or against the same.

Appointment of

Directors.

Number of

Directors.

Power to vary

Directors.

And with respect to the Appointment and Rotation of Directors, be it enacted as follows:

LXXXIV. The Number of Directors shall be the prescribed Number.

LXXXV. Where the Company shall be authorized by the the Number of special Act to increase or to reduce the Number of the Directors it shall be lawful for the Company, from Time to Time in General Meeting, after due Notice for that Purpose, to increase or reduce the Number of the Directors within the prescribed Limits, if any, and to determine the Order of Rotation in which such reduced or increased Number shall go out of Office, and what Number shall be a Quorum of their Meetings.

Election of
Directors.

Existing

Directors con

tinued on Faile of Meeting

LXXXVI. The Directors appointed by the special Act shall, unless thereby otherwise provided, continue in Office until the First Ordinary Meeting to be held in the Year next after that in which the special Act shall have passed; and at such Meeting the Shareholders present, personally or by Proxy, may either continue in Office the Directors appointed by the special Act, or any Number of them, or may elect a new Body of Directors, or Directors to supply the Places of those not continued in Office, the Directors appointed by the special Act being eligible as Members of such new Body; and at the First Ordinary Meeting to be held every Year thereafter the Shareholders present, personally or by Proxy, shall elect Persons to supply the Places of the Directors then retiring from Office, agreeably to the Provisions herein-after contained; and the several Persons elected at any such Meeting, being neither removed nor disqualified, nor having resigned, shall continue to be Directors until others are elected in their Stead, as herein-after mentioned.

LXXXVII. If at any Meeting at which an Election of Directors ought to take place the prescribed Quorum shall not be present within One Hour from the Time appointed for the Meeting

no

no Election of Directors shall be made, but such Meeting shall for Election of stand adjourned to the following Day, at the same Time and Directors. Place; and if at the Meeting so adjourned the prescribed Quorum be not present within One Hour from the Time appointed for the Meeting, the existing Directors shall continue to act and retain their Powers until new Directors be appointed at the First Ordinary Meeting of the following Year.

LXXXVIII. No Person shall be capable of being a Director Qualification of unless he be a Shareholder, nor unless he be possessed of the Directors. prescribed Number, if any, of Shares; and no Person holding an Office or Place of Trust or Profit under the Company, or interested in any Contract with the Company, shall be capable of being a Director; and no Director shall be capable of accepting any other Office or Place of Trust or Profit under the Company, or of being interested in any Contract with the Company, during the Time he shall be a Director.

LXXXIX. If any of the Directors at any Time subsequently to his Election accept or continue to hold any other Office or Place of Trust or Profit under the Company, or be either directly or indirectly concerned in any Contract with the Company, or participate in any Manner in the Profits of any Work to be done for the Company, or if such Director at any Time cease to be a Holder of the prescribed Number of Shares in the Company, then in any of the Cases aforesaid the Office of such Director shall become vacant, and thenceforth he shall cease from voting or acting as a Director.

Cases in which Office of Director shall

become vacant.

Joint Stock

Company not disqualified by Contracts.

XC. Provided always, that no Person, being a Shareholder or Shareholder of Member of any incorporated Joint Stock Company, shall be dis- an incorporated qualified or prevented from acting as a Director by reason of any Contract entered into between such Joint Stock Company and the Company incorporated by the special Act; but no such Director, being a Shareholder or Member of such Joint Stock Company, shall vote on any Question as to any Contract with such Joint Stock Company.

XCI. The Directors appointed by the special Act, and continued Rotation of in Office as aforesaid, or the Directors elected to supply the Places Directors. of those retiring as aforesaid, shall, subject to the Provision herein-before contained for increasing or reducing the Number of Directors, retire from Office at the Times and in the Proportions following; the Individuals to retire being in each Instance determined by Ballot among the Directors, unless they shall otherwise agree; (that is to say,)

At the End of the First Year after the First Election of Directors the prescribed Number, and if no Number be prescribed One Third of such Directors, to be determined by Ballot among themselves, unless they shall otherwise agree, shall go out of Office:

At the End of the Second Year the prescribed Number, and if no Number be prescribed One Half of the remaining Number of such Directors, to be determined in like Manner, shall go out of Office:

At the End of the Third Year the prescribed Number, and if no Number be prescribed the Remainder of such Directors, shall go out of Office:

And

Appointment of And in each Instance the Places of the retiring Directors shall Directors. be supplied by an equal Number of qualified Shareholders; and at the First Ordinary Meeting in every subsequent Year the prescribed Number, and if no Number be prescribed One Third of the Directors, being those who have been longest in Office, shall go out of Office, and their Places shall be supplied in like Manner; nevertheless, every Director so retiring from Office may be reelected immediately or at any future Time, and after such Reelection shall, with reference to the going out by Rotation, be considered as a new Director: Provided always, that if the prescribed Number of Directors be some Number not divisible by Three, and the Number of Directors to retire be not prescribed, the Directors shall in each Case determine what Number of Directors, as nearly One Third as may be, shall go out of Office, so that the whole Number shall go out of Office in Three Years.

Supply of occasional Vacancies

in Office of Directors.

Powers of
Directors.

Powers of the

Company to be exercised by the

Directors.

Powers of the

Company not to be exercised by

the Directors.

Proceedings of
Directors.

Meetings of
Directors.

XCII. If any Director die or resign, or become disqualified or incompetent to act as a Director, or cease to be a Director by any other Cause than that of going out of Office by Rotation as aforesaid, the remaining Directors, if they think proper so to do, may elect in his Place some other Shareholder, duly qualified, to be a Director; and the Shareholder so elected to fill up any such Vacancy shall continue in Office as a Director so long only as the Person in whose Place he shall have been elected would have been entitled to continue if he had remained in Office.

And with respect to the Powers of the Directors and the Powers of the Company to be exercised only in General Meetings, be it enacted as follows:

XCIII. The Directors shall have the Management and Superintendence of the Affairs of the Company, and they may lawfully exercise all the Powers of the Company, except as to such Matters as are directed by this or the special Act to be transacted by a General Meeting of the Company; but all the Powers so to be exercised shall be exercised in accordance with and subject to the Provisions of this and the special Act; and the Exercise of all such Powers shall be subject also to the Control and Regulation of any General Meeting specially convened for the Purpose, but not so as to render invalid any Act done by the Directors prior to any Resolution passed by such General Meeting.

XCIV. Except as otherwise provided by the special Act, the following Powers of the Company, (that is to say,) the Choice and Removal of the Directors, except as herein-before mentioned, and the increasing or reducing of their Number where authorized by the special Act, the Choice of Auditors, the Determination as to the Remuneration of the Directors, Auditors, Treasurer, and Secretary, the Determination as to the Amount of Money to be borrowed on Mortgage, the Determination as to the Augmentation of Capital, and the Declaration of Dividends, shall be exercised only at a General Meeting of the Company.

And with respect to the Proceedings and Liabilities of the Directors, be it enacted as follows:

XCV. The Directors shall hold Meetings at such Times as they shall appoint for the Purpose, and they may meet and adjourn as they think proper from Time to Time, and from Place to Place;

and