Interpretations shall be expressly varied or excepted by any such Act, shall apply to the Company which shall be incorporated by such Act, and to the Undertaking for carrying on which such Company shall be incorporated, so far as the same shall be applicable thereto respectively; and such Clauses and Provisions, as well as the Clauses and Provisions of every other Act which shall be incorporated with such Act, shall, save as aforesaid, form Part of such Act, and be construed together therewith as forming One Act. II. And with respect to the Construction of this Act, and of other Acts to be incorporated therewith, be it enacted as follows: The Expression "the special Act" used in this Act shall be construed to mean any Act which shall be hereafter passed incorporating a Joint Stock Company for the Purpose of carrying on any Undertaking, and with which this Act shall be so incorpo"prescribed:" rated as aforesaid; and the Word "prescribed" used in this Act, "the Undertaking." Interpretations in this and the special Act: Number: Gender: "Lands:" "Lease:" "Month:" "Superior Courts:" "Oath:" " County :" "Justice :" "Two Justices:" in reference to any Matter herein stated, shall be construed to refer to such Matter as the same shall be prescribed or provided for in the special Act; and the Sentence in which such Word shall occur shall be construed as if instead of the Word "prescribed" the Expression "prescribed for that Purpose in the special Act" had been used; and the Expression "the Undertaking" shall mean the Undertaking or Works, of whatever Nature, which shall by the special Act be authorized to be executed. III. The following Words and Expressions both in this and the special Act shall have the several Meanings hereby assigned to them, unless there be something in the Subject or the Context repugnant to such Construction; (that is to say,) Words importing the Singular Number only shall include the Plural Number; and Words importing the Plural Number only shall include the Singular Number: Words importing the Masculine Gender only shall include Females: The Word "Lands " shall extend to Messuages, Lands, Tene- The Word "Lease" shall include an Agreement for a Lease: The Word "Oath" shall include Affirmation in the Case of The WordCounty" shall include any Riding or other like The Word "Justice" shall mean Justice of the Peace acting for the County, City, Borough, Liberty, Cinque Port, or other Place where the Matter requiring the Cognizance of any such Justice shall arise, and who shall not be interested in the Matter; and where any Matter shall be authorized or required to be done by Two Justices the Expression "Two Justices' shall be understood to mean Two Justices assembled and acting together in Petty Sessions: The The Expression "the Company" shall mean the Company con- "The Comstituted by the special Act: pany :" The Expression "the Directors" shall mean the Directors of " Directors:" the Company, and shall include all Persons having the Direction of the Undertaking, whether under the Name of Directors, Managers, Committee of Management, or under any other Name: The Word "Shareholder" shall mean Shareholder, Proprietor, "Shareholder:" or Member of the Company; and in referring to any such Shareholder, Expressions properly applicable to a Person shall be held to apply to a Corporation: And The Expression "the Secretary" shall mean the Secretary of "Secretary." the Company, and shall include the Word "Clerk." IV. And be it enacted, That in citing this Act in other Acts Short Title of of Parliament and in legal Instruments it shall be sufficient to use the Act. the Expression "The Companies Clauses Consolidation Act, 1845." V. And whereas it may be convenient in some Cases to incorpo- Form in which 'rate with Acts of Parliament hereafter to be passed some Portion Portions of this only of the Provisions of this Act;' be it therefore enacted, That Act may be for the Purpose of making any such Incorporation it shall be incorporated sufficient in any such Act to enact that the Clauses and Provisions with other Acts. of this Act, with respect to the Matter so proposed to be incorporated (describing such Matter as it is described in this Act in the Words introductory to the Enactment with respect to such Matter), shall be incorporated with such Act; and thereupon all the Clauses and Provisions of this Act with respect to the Matter so incorporated shall, save so far as they shall be expressly varied or excepted by such Act, form Part of such Act, and such Act shall be construed as if the Substance of such Clauses and Provisions were set forth therein with reference to the Matter to which such Act shall relate. And with respect to the Distribution of the Capital of the Distribution of Company into Shares, be it enacted as follows: Capitul. VI. The Capital of the Company shall be divided into Shares Capital to be of the prescribed Number and Amount; and such Shares shall be divided into numbered in arithmetical Progression, beginning with Number Shares. One; and every such Share shall be distinguished by its appro priate Number. VII. All Shares in the Undertaking shall be Personal Estate, Shares to be and transmissible as such, and shall not be of the Nature of Real Personal Estate. Estate. VIII. Every Person who shall have subscribed the prescribed Shareholders. Sum or upwards to the Capital of the Company, or shall otherwise have become entitled to a Share in the Company, and whose Name shall have been entered on the Register of Shareholders herein-after mentioned, shall be deemed a Shareholder of the Company. IX. The Company shall keep a Book, to be called the "Register Registry of of Shareholders;" and in such Book shall be fairly and distinctly Shareholders entered, from Time to Time, the Names of the several Corporations and the Names and Additions of the several Persons entitled to Shares in the Company, together with the Number of Shares to which such Shareholders shall be respectively entitled, distinguish Distribution of ing each Share by its Number, and the Amount of the SubscripCapital. tions paid on such Shares, and the Surnames or Corporate Names of the said Shareholders shall be placed in alphabetical Order; and such Book shall be authenticated by the Common Seal of the Company being affixed thereto; and such Authentication shall take place at the First Ordinary Meeting, or at the next subsequent Meeting of the Company, and so from Time to Time at each Ordinary Meeting of the Company. Addresses of Certificates of Shares to be issued to the Shareholders. Certificate to be Evidence. Certificate to be renewed when destroyed. X. In addition to the said Register of Shareholders, the Company shall provide a Book, to be called the "Shareholders Address Book," in which the Secretary shall from Time to Time enter in alphabetical Order the Corporate Names and Places of Business of the several Shareholders of the Company, being Corporations, and the Surnames of the several other Shareholders with their respective Christian Names, Places of Abode, and Descriptions, so far as the same shall be known to the Company; and every Shareholder, or if such Shareholder be a Corporation the Clerk or Agent of such Corporation, may at all convenient Times peruse such Book gratis, and may require a Copy thereof or of any Part thereof; and for every Hundred Words so required to be copied the Company may demand a Sum not exceeding Sixpence. XI. On demand of the Holder of any Share the Company shall cause a Certificate of the Proprietorship of such Share to be delivered to such Shareholder; and such Certificate shall have the Common Seal of the Company affixed thereto; and such Certificate shall specify the Share in the Undertaking to which such Shareholder is entitled; and the same may be according to the Form in the Schedule (A.) to this Act annexed, or to the like Effect; and for such Certificate the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Sixpence. XII. The said Certificate shall be admitted in all Courts as prima facie Evidence of the Title of such Shareholder, his Executors, Administrators, Successors, or Assigns, to the Share therein specified; nevertheless the Want of such Certificate shall not prevent the Holder of any Share from disposing thereof. XIII. If any such Certificate be worn out or damaged, then, upon the same being produced at some Meeting of the Directors, such Directors may order the same to be cancelled, and thereupon another similar Certificate shall be given to the Party in whom the Property of such Certificate, and of the Share therein mentioned, shall be at the Time vested; or if such Certificate be lost or destroyed, then, upon Proof thereof to the Satisfaction of the Directors, a similar Certificate shall be given to the Party entitled to the Certificate so lost or destroyed; and in either Case a due Entry of the substituted Certificate shall be made by the Secretary in the Register of Shareholders; and for every such Certificate so given or exchanged the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Six pence. And And with respect to the Transfer or Transmission of Shares, be it enacted as follows: Transfer of Transfer of XIV. Subject to the Regulations herein or in the special Act contained, every Shareholder may sell and transfer all or any of Shares to be his Shares in the Undertaking, or all or any Part of his Interest by Deed duly in the Capital Stock of the Company, in case such Shares shall, stamped. under the Provision herein-after contained, be consolidated into XV. The said Deed of Transfer (when duly executed) shall be Transfers of delivered to the Secretary, and be kept by him; and the Secretary Shares to be shall enter a Memorial thereof in a Book to be called the "Re- registered, &c. gister of Transfers," and shall endorse such Entry on the Deed of Transfer, and shall, on demand, deliver a new Certificate to the Purchaser; and for every such Entry, together with such Endorsement and Certificate, the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding 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. XVI. No Shareholder shall be entitled to transfer any Share, Transfer not to after any Call shall have been made in respect thereof, until he be made until shall have paid such Call, nor until he shall have paid all Calls for the Time being due on every Share held by him. Calls paid. XVII. It shall be lawful for the Directors to close the Register Closing of of Transfers for the prescribed Period, or if no Period be pre- Transfer Books. scribed, 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. XVIII. If the Interest in any Share have become transmitted Transmission in consequence of the Death or Bankruptcy or Insolvency of any of Shares by Shareholder, or in consequence of the Marriage of a Female other Means Shareholder, or by any other lawful Means than by a Transfer than Transfer to be authen according to the Provisions of this or the special Act, such Trans- ticated by a mission shall be authenticated by a Declaration in Writing as Declaration. herein-after mentioned, or in such other Manner as the Directors shall require; and every in which and the Party to whom such Share shall have been so transmitted, and shall be made and signed by some credible Per such Declaration shall state the Manner son Transfer of Proof of Trans mission by Marriage, Will, &c. Company not bound to ree gard Trusts. Payment of Subscriptions to be paid when called for. Power to make son before a Justice, or before a Master or Master Extraordinary of the High Court of Chancery; 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. XIX. 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 Celebration 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 Administration, or an official Extract therefrom, 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. XX. The Company shall not be bound to see to the Execution of any Trust, whether express, implied, or constructive, to which any of the said Shares may be subject; and the Receipt of the 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 One of the Parties named in the Register of Shareholders, 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 Trusts 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: XXI. The several Persons who have subscribed any Money towards the Undertaking, or their legal Representatives, respectively, shall pay the Sums respectively so subscribed, or such 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. XXII. It shall be lawful for the Company from Time to Time to make such Calls of Money upon the respective Shareholders, in 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 |